N-CSR 1 lp1-172.htm ANNUAL REPORT lp1-172.htm - Generated by SEC Publisher for SEC Filing

 

  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811- 08673

 

 

 

Dreyfus Investment Portfolios

 

 

(Exact name of Registrant as specified in charter)

 

 

 

 

 

 

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York 10166

 

 

(Address of principal executive offices) (Zip code)

 

 

 

 

 

Janette E. Farragher, Esq.

200 Park Avenue

New York, New York 10166

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code:

(212) 922-6000

 

 

Date of fiscal year end:

 

12/31

 

Date of reporting period:

12/31/12

 

             

 

 


 

 

FORM N-CSR

Item 1.                        Reports to Stockholders.

                      


 

Dreyfus

Investment Portfolios,

Core Value Portfolio

ANNUAL REPORT December 31, 2012




The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

Understanding Your Fund’s Expenses

8     

Comparing Your Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

14     

Statement of Assets and Liabilities

15     

Statement of Operations

16     

Statement of Changes in Net Assets

18     

Financial Highlights

20     

Notes to Financial Statements

29     

Report of Independent Registered Public Accounting Firm

30     

Important Tax Information

30     

Proxy Results

31     

Information About the Renewal of the Fund’s Management Agreement

36     

Board Members Information

38     

Officers of the Fund

 

FOR MORE INFORMATION

 

Back Cover



Dreyfus Investment Portfolios,
Core Value Portfolio

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Investment Portfolios, Core Value Portfolio, covering the 12-month period from January 1, 2012, through December 31, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In retrospect, 2012 was notable for the global equity markets’ resilience in the face of some tough macroeconomic challenges. Worries regarding sluggish employment growth, weak housing markets and Congressional gridlock weighed on investor sentiment in the United States at times during the year, yet U.S. stocks posted respectable gains, on average.An ongoing debt crisis led to recessionary conditions in Europe, particularly for some of the continent’s more peripheral nations, but aggressive actions from monetary policymakers helped some European stock markets produce double-digit returns.While China’s economy slowed in response to inflation-fighting measures, officials there appeared to have engineered a “soft landing,” and Chinese stocks generally ended the year with positive absolute returns.

We currently expect the U.S. and global economies to be modestly stronger in 2013, especially during the second half of the year.The global economy seems likely to benefit from Europe’s ongoing efforts to support its banking system and common currency, and by China’s moves toward more stimulative fiscal policies under new government leadership. In the United States, greater certainty regarding U.S. tax and fiscal policies, the resumption of postponed spending by businesses, and a continued housing recovery could support modestly higher rates of economic growth.We encourage you to discuss the implications of our economic analysis with your financial advisor, who can help you align your investments with the year’s challenges and opportunities.

Thank you for your continued confidence and support.

Sincerely,


J. Charles Cardona
President
The Dreyfus Corporation
January 15, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the period of January 1, 2012, through December 31, 2012, as provided by Brian Ferguson, Portfolio Manager

Fund and Market Performance Overview

For the 12-month period ended December 31, 2012, Dreyfus Investment Portfolios, Core Value Portfolio’s Initial shares produced a total return of 18.34%, and its Service shares returned 18.02%.1 In comparison, the fund’s benchmark, the Russell 1000 Value Index, produced a total return of 17.51% for the same period.2

Despite periodic bouts of heightened volatility, stocks generally advanced during 2012 as global and domestic economic conditions improved. The fund produced higher returns than its benchmark, mainly due to the success of our stock selection strategy in the energy, utilities and consumer discretionary sectors.

The Fund’s Investment Approach

The fund seeks long-term growth of capital, with current income as a secondary objective.To pursue its goals, the fund normally invests at least 80% of its net assets in stocks of large-cap value companies.When choosing stocks, we use a “bottom-up” stock selection approach, focusing on individual companies, rather than a “top-down” approach that forecasts market trends.A three-step value screening process is used to select stocks based on value, sound business fundamentals and positive business momentum.

Improving Macroeconomic Conditions Fueled Market Gains

Several positive macroeconomic developments drove stocks higher in 2012. During the first quarter of the year, investor sentiment was buoyed by strong corporate earnings reports, domestic employment gains, and a quantitative easing program in Europe that forestalled a more severe regional banking crisis. However, investor sentiment turned more cautious during the spring, when the U.S. labor market’s rebound slowed and measures designed to relieve fiscal pressures in Europe encountered political resistance.

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

U.S. stocks generally rebounded over the summer, reaching new highs for the year by September amid more encouraging economic news, including sharp declines in the unemployment rate.The market lost ground again in November when a contentious debate intensified regarding automatic tax hikes and spending cuts scheduled for the start of 2013. Nevertheless, continued corporate earnings strength and signs of an improving U.S. housing market enabled stocks to resume their rally, and the Russell 1000 Value Index ended the year with double-digit gains. In this environment, value-oriented stocks produced higher returns, on average, than their more growth-oriented counterparts.

Strong Stock Selections Drove Fund Results Higher

The fund’s strong relative performance during 2012 was the result of our disciplined investment process as investors paid greater attention to valuations and business fundamentals, and less to macroeconomic developments, in a recovering economy. The fund’s advance was led by the energy sector, where favorable security selections included refiners and exploration-and-production companies. For example, refiner Valero Energy unlocked value through various working capital initiatives, and EOG Resources advanced due to lower costs and strong oil and gas reserves. Conversely, the fund successfully avoided weakness among large, integrated energy producers with muted growth prospects and stretched valuations.

Among consumer discretionary stocks, a number of homebuilders saw their stock prices climb along with U.S. housing market activity, and overweighted exposure to media companies enabled the fund to reap the benefits of increased advertising spending and shareholder-friendly corporate actions. Finally, the fund benefited from an underweighted position in the weaker performing utilities sector, where few companies met our growth and valuation criteria.

The fund achieved less robust results in the information technology and financials sectors. In the technology area, videogame maker Electronic Arts was hurt by a disappointing product launch and changes in the industry’s distribution model. In the financials sector, insurer Genworth Financial disappointed investors when it proved unable to spin off its Australian business, and the fund did not own Bank of America and some of the other large, diversified financial institutions that led the market segment higher.

4



Stocks May Be Poised for Additional Gains

We have been encouraged by recently positive economic data, which we believe could help drive further stock market gains. Interest rates remain near historical lows, and many companies have shored up their balance sheets with large cash balances that can be used more constructively through mergers and acquisitions, capital investments, share buyback programs and higher dividends as business conditions improve.

We have prepared for a more constructive investment environment through changes to the fund’s composition.We have increased the fund’s exposure to attractively valued health care companies with robust research-and-development programs, as well as to financial services companies with strong balance sheets and positive cash flows. In addition, we recently have found opportunities across a variety of industry groups among companies that tend to be more sensitive to a recovering economy. On the other hand, we reduced the fund’s exposure to consumer discretionary companies as their valuations increased, and we have pared back the fund’s overweighted position in the information technology sector.

January 15, 2013

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period. Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly.A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals.

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future
results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less
than their original cost. Return figures provided reflect the absorption of certain fund expenses pursuant to an
agreement by The Dreyfus Corporation through February 28, 2013, at which time it may be extended, terminated or
modified. Had these expenses not been absorbed, the fund’s returns would have been lower.
2 SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, capital gain
distributions.The Russell 1000 Value Index is an unmanaged index which measures the performance of those
Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Investors cannot invest
directly in any index.

The Fund 5




Years Ended 12/31

Comparison of change in value of $10,000 investment in Dreyfus Investment Portfolios, Core Value Portfolio Initial shares and Service shares and the Russell 1000 Value Index

Average Annual Total Returns as of 12/31/12             
  1 Year  5 Years   10 Years  
Initial shares  18.34 %  –0.90 %  6.08 % 
Service shares  18.02 %  –1.09 %  5.89 % 
Russell 1000 Value Index  17.51 %  0.59 %  7.38 % 

 

Source: Lipper Inc.
Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not
reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection
with investing in variable insurance contracts which will reduce returns.
The above graph compares a $10,000 investment made in Initial and Service shares of Dreyfus Investment Portfolios,
Core Value Portfolio on 12/31/02 to a $10,000 investment made in the Russell 1000 Value Index (the “Index”)
on that date.

6



The fund’s Initial shares are not subject to a Rule 12b-1 fee.The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee.The performance figures for each share class reflect certain expense reimbursements, without which the performance of each share class would have been lower.All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fund fees and expenses for Initial and Service shares (after any expense reimbursements).The Index is an unmanaged index, which measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

The Fund 7



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Investment Portfolios, Core Value Portfolio from July 1, 2012 to December 31, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.27  $ 5.60 
Ending value (after expenses)  $ 1,124.40  $ 1,122.10 

 

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.06  $ 5.33 
Ending value (after expenses)  $ 1,021.11  $ 1,019.86 

 

Expenses are equal to the fund’s annualized expense ratio of .80% for Initial Shares and 1.05% for Service Shares,
multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

8



STATEMENT OF INVESTMENTS

December 31, 2012

Common Stocks—99.9%  Shares   Value ($) 
Automobiles & Components—2.1%       
Delphi Automotive  4,810 a  183,983 
General Motors  4,671 a  134,665 
Johnson Controls  9,930   304,851 
      623,499 
Banks—7.3%       
Comerica  8,560   259,710 
Fifth Third Bancorp  13,700   208,103 
PNC Financial Services Group  4,240   247,234 
SunTrust Banks  5,020   142,317 
U.S. Bancorp  11,150   356,131 
Wells Fargo & Co.  26,510   906,112 
      2,119,607 
Capital Goods—7.3%       
Cummins  4,060   439,901 
Eaton  7,300   395,660 
General Electric  40,830   857,022 
Honeywell International  6,950   441,117 
      2,133,700 
Consumer Durables & Apparel—2.3%       
Newell Rubbermaid  19,060   424,466 
PVH  1,510   167,625 
Toll Brothers  2,240 a  72,419 
      664,510 
Consumer Services—1.6%       
Carnival  12,470   458,522 
Diversified Financials—13.9%       
Ameriprise Financial  5,790   362,628 
Bank of America  38,530   446,948 
Capital One Financial  5,260   304,712 
Citigroup  15,786   624,494 
Discover Financial Services  3,580   138,009 
Franklin Resources  1,470   184,779 
Goldman Sachs Group  3,140   400,538 
Invesco  5,660   147,669 
JPMorgan Chase & Co.  18,120   796,736 

 

The Fund 9



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Diversified Financials (continued)         
Moody’s  8,620      433,758 
TD Ameritrade Holding  11,980      201,384 
        4,041,655 
Energy—12.4%         
Anadarko Petroleum  2,674      198,705 
Cameron International  10,550  a   595,653 
EOG Resources  4,761      575,081 
Hess  5,280      279,629 
Marathon Petroleum  2,300      144,900 
Occidental Petroleum  10,260      786,019 
Phillips 66  4,600      244,260 
Schlumberger  2,050      142,045 
Valero Energy  19,350      660,222 
        3,626,514 
Exchange-Traded Funds—.5%         
iShares Russell 1000 Value Index Fund  2,010      146,368 
Food & Staples Retailing—1.0%         
CVS Caremark  6,030      291,551 
Food, Beverage & Tobacco—5.7%         
Coca-Cola Enterprises  9,080      288,108 
ConAgra Foods  16,630      490,585 
Dean Foods  11,170 a  184,417 
Kraft Foods Group  6,113      277,958 
Mondelez International, Cl. A  5,520      140,594 
PepsiCo  4,050      277,142 
        1,658,804 
Health Care Equipment & Services—3.6%         
Baxter International  5,520      367,963 
Cigna  4,780      255,539 
Humana  2,160      148,241 
McKesson  2,870      278,275 
        1,050,018 

 

10



Common Stocks (continued)  Shares      Value ($) 
Insurance—6.6%         
American International Group  8,640  a   304,992 
Aon  4,920      273,552 
Chubb  5,020      378,106 
Marsh & McLennan  11,670      402,265 
MetLife  10,550      347,517 
Prudential Financial  4,250      226,653 
        1,933,085 
Materials—4.1%         
Celanese, Ser. A  3,360      149,621 
Eastman Chemical  2,400      163,320 
International Paper  8,010      319,118 
LyondellBasell Industries, Cl. A  5,210      297,439 
Mosaic  2,220      125,719 
Packaging Corp. of America  4,030      155,034 
        1,210,251 
Media—6.6%         
News, Cl. A  14,430      368,542 
Omnicom Group  5,340      266,786 
Time Warner  9,823      469,834 
Viacom, Cl. B  6,900      363,906 
Walt Disney  9,000      448,110 
        1,917,178 
Pharmaceuticals, Biotech &         
Life Sciences—10.3%         
Eli Lilly & Co.  4,750      234,270 
Johnson & Johnson  8,230      576,923 
Merck & Co.  12,460      510,112 
Mylan  10,430 a  286,616 
Pfizer  49,640      1,244,971 
Thermo Fisher Scientific  2,490      158,812 
        3,011,704 

 

The Fund 11



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Retailing—2.0%       
American Eagle Outfitters  7,840   160,798 
Lowe’s  4,280   152,026 
Macy’s  7,050   275,091 
      587,915 
Semiconductors & Semiconductor       
Equipment—1.8%       
Texas Instruments  16,660   515,460 
Software & Services—2.3%       
Google, Cl. A  193 a  136,909 
Oracle  16,150   538,118 
      675,027 
Technology Hardware &       
Equipment—6.5%       
Cisco Systems  29,830   586,160 
Corning  11,420   144,120 
EMC  11,510 a  291,203 
QUALCOMM  9,380   581,748 
SanDisk  7,070 a  307,969 
      1,911,200 
Transportation—1.3%       
FedEx  4,220   387,058 
Utilities—.7%       
NRG Energy  9,040   207,830 
Total Common Stocks       
(cost $26,781,584)      29,171,456 

 

12



Other Investment—.1%    Shares   Value ($)  
Registered Investment Company;           
Dreyfus Institutional Preferred           
Plus Money Market Fund           
(cost $22,041)    22,041 b  22,041  
 
Total Investments (cost $26,803,625)    100.0 %  29,193,497  
 
Liabilities, Less Cash and Receivables    (.0 %)  (3,929 ) 
 
Net Assets    100.0 %  29,189,568  
 
a  Non-income producing security.           
b  Investment in affiliated money market mutual fund.         
 
 
 
Portfolio Summary (Unaudited)         
 
  Value (%)      Value (%)  
Diversified Financials  13.9  Software & Services   2.3  
Energy  12.4  Automobiles & Components   2.1  
Pharmaceuticals,    Retailing   2.0  
Biotech & Life Sciences  10.3  Semiconductors &      
Banks  7.3  Semiconductor Equipment   1.8  
Capital Goods  7.3  Consumer Services   1.6  
Insurance  6.6  Transportation   1.3  
Media  6.6  Food & Staples Retailing   1.0  
Technology Hardware & Equipment  6.5  Utilities   .7  
Food, Beverage & Tobacco  5.7  Exchange-Traded Funds   .5  
Materials  4.1  Money Market Investment   .1  
Health Care Equipment & Services  3.6         
Consumer Durables & Apparel  2.3      100.0  
 
  Based on net assets.           
See notes to financial statements.           

 

TheFund 13



STATEMENT OF ASSETS AND LIABILITIES

December 31, 2012

  Cost  Value  
Assets ($):       
Investments in securities—See Statement of Investments:       
Unaffiliated issuers  26,781,584  29,171,456  
Affiliated issuers  22,041  22,041  
Dividends receivable    35,250  
Prepaid expenses    2,473  
    29,231,220  
Liabilities ($):       
Due to The Dreyfus Corporation and affiliates—Note 3(b)    24,697  
Payable for shares of Beneficial Interest redeemed    4,904  
Accrued expenses    12,051  
    41,652  
Net Assets ($)    29,189,568  
Composition of Net Assets ($):       
Paid-in capital    29,110,706  
Accumulated undistributed investment income—net    380,861  
Accumulated net realized gain (loss) on investments    (2,691,871 ) 
Accumulated net unrealized appreciation       
(depreciation) on investments    2,389,872  
Net Assets ($)    29,189,568  
 
 
Net Asset Value Per Share       
  Initial Shares  Service Shares  
Net Assets ($)  16,630,044  12,559,524  
Shares Outstanding  1,164,372  875,557  
Net Asset Value Per Share ($)  14.28  14.34  
 
See notes to financial statements.       

 

14



STATEMENT OF OPERATIONS     
Year Ended December 31, 2012     
 
 
 
 
Investment Income ($):     
Income:     
Cash dividends (net of $2,712 foreign taxes withheld at source):     
Unaffiliated issuers  643,899  
Affiliated issuers  67  
Income from securities lending—Note 1(b)  1,568  
Total Income  645,534  
Expenses:     
Management fee—Note 3(a)  217,335  
Professional fees  47,366  
Distribution fees—Note 3(b)  31,909  
Custodian fees—Note 3(b)  15,578  
Prospectus and shareholders’ reports  4,499  
Trustees’ fees and expenses—Note 3(c)  810  
Loan commitment fees—Note 2  350  
Shareholder servicing costs—Note 3(b)  274  
Registration fees  60  
Miscellaneous  16,620  
Total Expenses  334,801  
Less—reduction in expenses due to undertaking—Note 3(a)  (70,717 ) 
Less—reduction in expenses due to earnings credits—Note 3(b)  (1 ) 
Net Expenses  264,083  
Investment Income—Net  381,451  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments  2,020,429  
Net unrealized appreciation (depreciation) on investments  2,463,375  
Net Realized and Unrealized Gain (Loss) on Investments  4,483,804  
Net Increase in Net Assets Resulting from Operations  4,865,255  
 
See notes to financial statements.     

 

The Fund 15



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended December 31,  
  2012   2011  
Operations ($):         
Investment income—net  381,451   232,462  
Net realized gain (loss) on investments  2,020,429   3,570,985  
Net unrealized appreciation         
(depreciation) on investments  2,463,375   (5,696,611 ) 
Net Increase (Decrease) in Net Assets         
Resulting from Operations  4,865,255   (1,893,164 ) 
Dividends to Shareholders from ($):         
Investment income—net:         
Initial Shares  (143,742 )  (193,154 ) 
Service Shares  (88,830 )  (134,893 ) 
Total Dividends  (232,572 )  (328,047 ) 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Initial Shares  486,142   1,316,103  
Service Shares  76,265   362,137  
Dividends reinvested:         
Initial Shares  143,742   193,154  
Service Shares  88,830   134,893  
Cost of shares redeemed:         
Initial Shares  (2,008,811 )  (2,558,345 ) 
Service Shares  (2,525,417 )  (3,423,010 ) 
Increase (Decrease) in Net Assets from         
Beneficial Interest Transactions  (3,739,249 )  (3,975,068 ) 
Total Increase (Decrease) in Net Assets  893,434   (6,196,279 ) 
Net Assets ($):         
Beginning of Period  28,296,134   34,492,413  
End of Period  29,189,568   28,296,134  
Undistributed investment income—net  380,861   231,982  

 

16



  Year Ended December 31,  
  2012   2011  
Capital Share Transactions:         
Initial Shares         
Shares sold  37,135   98,630  
Shares issued for dividends reinvested  10,671   14,244  
Shares redeemed  (150,993 )  (197,658 ) 
Net Increase (Decrease) in Shares Outstanding  (103,187 )  (84,784 ) 
Service Shares         
Shares sold  5,756   28,578  
Shares issued for dividends reinvested  6,551   9,882  
Shares redeemed  (189,915 )  (268,071 ) 
Net Increase (Decrease) in Shares Outstanding  (177,608 )  (229,611 ) 
 
See notes to financial statements.         

 

The Fund 17



FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated.All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts.These figures have been derived from the fund’s financial statements.

      Year Ended December 31,      
Initial Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  12.17   13.06   11.70   10.24   18.37  
Investment Operations:                     
Investment income—neta  .19   .11   .13   .15   .25  
Net realized and unrealized                     
gain (loss) on investments  2.04   (.85 )  1.40   1.61   (6.14 ) 
Total from Investment Operations  2.23   (.74 )  1.53   1.76   (5.89 ) 
Distributions:                     
Dividends from investment income—net  (.12 )  (.15 )  (.17 )  (.30 )  (.35 ) 
Dividends from net realized                     
gain on investments          (1.89 ) 
Total Distributions  (.12 )  (.15 )  (.17 )  (.30 )  (2.24 ) 
Net asset value, end of period  14.28   12.17   13.06   11.70   10.24  
Total Return (%)  18.34   (5.82 )  13.21   18.18   (35.91 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.05   1.02   .96   .98   .88  
Ratio of net expenses                     
to average net assets  .80   .94   .96   .96   .88  
Ratio of net investment income                     
to average net assets  1.43   .86   1.12   1.54   1.77  
Portfolio Turnover Rate  67.59   83.87   57.06   67.53   55.84  
Net Assets, end of period ($ x 1,000)  16,630   15,421   17,660   16,822   16,745  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

18



      Year Ended December 31,      
Service Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  12.23   13.12   11.77   10.27   18.39  
Investment Operations:                     
Investment income—neta  .16   .08   .10   .14   .23  
Net realized and unrealized                     
gain (loss) on investments  2.04   (.86 )  1.41   1.62   (6.14 ) 
Total from Investment Operations  2.20   (.78 )  1.51   1.76   (5.91 ) 
Distributions:                     
Dividends from investment income—net  (.09 )  (.11 )  (.16 )  (.26 )  (.32 ) 
Dividends from net realized                     
gain on investments          (1.89 ) 
Total Distributions  (.09 )  (.11 )  (.16 )  (.26 )  (2.21 ) 
Net asset value, end of period  14.34   12.23   13.12   11.77   10.27  
Total Return (%)  18.02   (6.03 )  12.93   17.96   (35.93 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.30   1.27   1.21   1.23   1.13  
Ratio of net expenses                     
to average net assets  1.05   1.19   1.21   1.08   1.00  
Ratio of net investment income                     
to average net assets  1.17   .59   .87   1.42   1.65  
Portfolio Turnover Rate  67.59   83.87   57.06   67.53   55.84  
Net Assets, end of period ($ x 1,000)  12,560   12,875   16,832   17,928   18,992  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

The Fund 19



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Investment Portfolios (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company operating as a series company currently offering four series, including the Core Value Portfolio (the “fund”). The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies.The fund is a diversified series.The fund’s investment objective is to seek long-term capital growth. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC

20



registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications.The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The Fund 21



NOTES TO FINANCIAL STATEMENTS (continued)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analyti-

22



cal data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 depending on the relevant inputs used.

For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2012 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  29,025,088      29,025,088 
Exchange—         
Traded Funds  146,368      146,368 
Mutual Funds  22,041      22,041 
 
† See Statement of Investments for additional detailed categorizations.   

 

At December 31, 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s

The Fund 23



NOTES TO FINANCIAL STATEMENTS (continued)

policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended December 31, 2012,The Bank of NewYork Mellon earned $672 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act. Investments in affiliated investment companies for the period ended December 31, 2012 were as follows:

Affiliated               
Investment  Value       Value   Net 
Company  12/31/2011 ($)  Purchases ($)  Sales ($)  12/31/2012 ($)  Assets (%) 
Dreyfus               
Institutional               
Preferred               
Plus Money               
Market Fund  8,004   5,011,681  4,997,644  22,041   .1 
Dreyfus               
Institutional               
Cash Advantage               
Fund  251,233   6,591,067  6,842,300  -   - 
Total  259,237   11,602,748  11,839,944  22,041   .1 

 

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to com-

24



ply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended December 31, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended December 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2012, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $380,861, accumulated capital losses $2,625,115 and unrealized appreciation $2,323,116.

Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute.The 2010 Act requires post-enactment losses to be utilized before

The Fund 25



NOTES TO FINANCIAL STATEMENTS (continued)

the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”).As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to December 31, 2012. If not applied, the carryover expires in fiscal year 2017.

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2012 and December 31, 2011 were as follows: ordinary income $232,572 and $328,047, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each a “Facility), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 10, 2012, the unsecured credit facility with Citibank, N.A., was $225 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended December 31, 2012, the fund did not borrow under the Facilities.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement with the Manager, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

The Manager has contractually agreed, from January 1, 2012 through February 28, 2013, to waive receipt of its fees and/or assume the direct expenses of the fund so that the expenses of none of the classes (exclud-

26



ing Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings and extraordinary expenses) exceed .80% of the value of the fund’s average daily net assets.The reduction in expenses, pursuant to the undertaking, amounted to $70,717 during the period ended December 31, 2012.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares.The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets.The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2012, Service shares were charged $31,909 pursuant to the Distribution Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing transfer agency services for the fund and, since May 29, 2012, cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $121 for transfer agency services and $4 for cash management services. Cash management fees were partially offset by earnings credits of $1.These fees are included in Shareholder servicing costs in the Statement of Operations.

The Fund 27



NOTES TO FINANCIAL STATEMENTS (continued)

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. During the period ended December 31, 2012, the fund was charged $15,578 pursuant to the custody agreement.

Prior to May 29, 2012, the fund compensated The Bank of NewYork Mellon under a cash management agreement for performing cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $9 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.

During the period ended December 31, 2012, the fund was charged $8,783 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $18,438, Distribution Plan fees $2,644, custodian fees $6,509, Chief Compliance Officer fees $3,981 and transfer agency fees $34, which are offset against an expense reimbursement currently in effect in the amount of $6,909.

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December 31, 2012, amounted to $19,525,092 and $23,178,443, respectively.

At December 31, 2012, the cost of investments for federal income tax purposes was $26,870,381; accordingly, accumulated net unrealized appreciation on investments was $2,323,116, consisting of $3,400,130 gross unrealized appreciation and $1,077,014 gross unrealized depreciation.

28



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Dreyfus Investment Portfolios, Core Value Portfolio

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Investment Portfolios, Core Value Portfolio (one of the series comprising Dreyfus Investment Portfolios) as of December 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and others.We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Investment Portfolios, Core Value Portfolio at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.


New York, New York
February 13, 2013

The Fund 29



IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby designates 100% of the ordinary dividends paid during the fiscal year ended December 31, 2012 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2013 of the percentage applicable to the preparation of their 2012 income tax returns.

PROXY RESULTS (Unaudited)

The Company held a special meeting of shareholders on August 3, 2012. The proposal considered at the meeting, and the results, are as follows:

    Shares   
  Votes For    Authority Withheld 
To elect additional Board Members:       
Gordon J. Davis  40,383,221    1,880,340 
Nathan Leventhal  40,484,976    1,778,585 
Benaree Pratt Wiley  40,471,151    1,792,410 

 

Each of the above Board Members were duly elected by shareholders at the fund’s August 3, 2012 shareholder
meeting. Nathan Leventhal and Benaree Pratt Wiley were existing Board Members previously having been elected by
the fund’s Board. In addition, Clifford L.Alexander, Jr., Joseph S. DiMartino,Whitney I. Gerard and George L.
Perry continue as Board Members of the Company.

30



INFORMATION ABOUT THE RENEWAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 18 and 19, 2012, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund.The Board considered information previously provided to them in presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and Dreyfus representatives confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures. The Board also considered portfolio management’s brokerage policies

The Fund 31



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio.The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2012, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds.The Board discussed the results of the comparisons and noted that the fund’s total return performance was below the Performance Group and Performance Universe medians for all periods, ranking in the fourth quartile of the Performance Group and Performance Universe in all periods. Dreyfus representatives discussed with the Board management’s approach with respect to the fund and the effect on fund performance. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.The Board noted that the fund’s contractual management fee was above the Expense Group median and the fund’s actual management fee and total expenses were above the Expense Group and Expense Universe medians.

32



Dreyfus representatives noted that Dreyfus has contractually agreed, until February 28, 2013 to waive receipt of its fees and/or assume the direct expenses of the fund, until February 28, 2013, so that the expenses of none of the classes (excluding Rule 12b-1 fees, Shareholder Services Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings, and extraordinary expenses) exceed .80% of the value of the fund’s average daily net assets.

Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Dreyfus-affiliated primary employer of the fund’s primary portfolio manager(s) for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also noted the fee waiver and expense reimbursement arrangement and its effect on Dreyfus’ prof-itability.The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The consulting firm also

The Fund 33



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board’s counsel stated that the Board should consider the profitability analysis (1) as part of the evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board agreed to closely monitor performance and determined to approve renewal of the Agreement only through February 28, 2013.

  • The Board concluded that the fee paid to Dreyfus was reasonable in light of the considerations described above.

34



  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years.The Board determined that renewal of the Agreement through February 28, 2013 was in the best interests of the fund and its shareholders.

The Fund 35



BOARD MEMBERS INFORMATION (Unaudited)


36




The Fund 37



OFFICERS OF THE FUND (Unaudited)


38




The Fund 39



NOTES





For More Information




© 2013 MBSC Securities Corporation 

 


Dreyfus

Investment Portfolios,

MidCap Stock Portfolio

ANNUAL REPORT December 31, 2012




The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

UnderstandingYour Fund’s Expenses

8     

ComparingYour Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

15     

Statement of Assets and Liabilities

16     

Statement of Operations

17     

Statement of Changes in Net Assets

19     

Financial Highlights

21     

Notes to Financial Statements

30     

Report of Independent Registered Public Accounting Firm

31     

Important Tax Information

32     

Proxy Results

33     

Information About the Renewal of the Fund’s Management Agreement

38     

Board Members Information

40     

Officers of the Fund

 

FOR MORE INFORMATION

 

Back Cover



Dreyfus Investment Portfolios,
MidCap Stock Portfolio

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Investment Portfolios, MidCap Stock Portfolio, covering the 12-month period from January 1, 2012, through December 31, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In retrospect, 2012 was notable for the global equity markets’ resilience in the face of some tough macroeconomic challenges. Worries regarding sluggish employment growth, weak housing markets and Congressional gridlock weighed on investor sentiment in the United States at times during the year, yet U.S. stocks posted respectable gains, on average.An ongoing debt crisis led to recessionary conditions in Europe, particularly for some of the continent’s more peripheral nations, but aggressive actions from monetary policymakers helped some European stock markets produce double-digit returns.While China’s economy slowed in response to inflation-fighting measures, officials there appeared to have engineered a “soft landing,” and Chinese stocks generally ended the year with positive absolute returns.

We currently expect the U.S. and global economies to be modestly stronger in 2013, especially during the second half of the year.The global economy seems likely to benefit from Europe’s ongoing efforts to support its banking system and common currency, and by China’s moves toward more stimulative fiscal policies under new government leadership. In the United States, greater certainty regarding U.S. tax and fiscal policies, the resumption of postponed spending by businesses, and a continued housing recovery could support modestly higher rates of economic growth.We encourage you to discuss the implications of our economic analysis with your financial advisor, who can help you align your investments with the year’s challenges and opportunities.

Thank you for your continued confidence and support.

Sincerely,


J. Charles Cardona
President
The Dreyfus Corporation
January 15, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the period of January 1, 2012, through December 31, 2012, as provided by Jocelin Reed, Warren Chiang, C.Wesley Boggs and Ronald Gala, Portfolio Managers

Fund and Market Performance Overview

For the 12-month period ended December 31, 2012, Dreyfus Investment Portfolios, MidCap Stock Portfolio’s Initial shares produced a total return of 19.67%, and its Service shares produced a total return of 19.34%.1 In comparison, the fund’s benchmark, the Standard & Poor’s MidCap 400 Index (the “S&P 400 Index”), produced a total return of 17.88% for the same period.2

Despite ongoing concerns regarding a variety of domestic and international macroeconomic developments, U.S. stocks generally gained ground on the strength of improving domestic economic fundamentals, including improved employment trends and a recovering housing market. Midcap stocks delivered particularly strong returns, outperforming both their large- and small-cap counterparts. The fund delivered higher returns than the benchmark, mainly due to the success of our stock selection strategy across a diverse group of holdings, led by investments in the energy, financials, materials and consumer staples sectors.

The Fund’s Investment Approach

The fund seeks investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the S&P 400 Index. To pursue this goal, the fund normally invests at least 80% of its assets in stocks of midsize companies.The fund invests in growth and value stocks, which are chosen through a disciplined investment process that combines computer modeling techniques, fundamental analysis and risk management. Consistency of returns compared to the S&P 400 Index is a primary goal of the investment process.

Markets Reacted to Shifting Macroeconomic Developments

A variety of positive domestic and international developments drove stocks higher during the first quarter of 2012.These included strong corporate earnings reports, domestic employment gains, a quantitative easing program in Europe that forestalled

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

a more severe regional banking crisis, and less restrictive monetary and fiscal policies in China. However, investor sentiment turned more cautious during the spring, when the U.S. labor market’s rebound slowed and measures designed to relieve fiscal pressures in Europe encountered political resistance.

Stocks rebounded over the summer, reaching new highs for the year by September amid more encouraging economic news. They lost ground again in November as concerns mounted over automatic tax hikes and spending cuts scheduled for the start of 2013. Nevertheless, continued corporate earnings strength and signs of an improving U.S. housing market once again enabled markets to resume their rally as the year came to a close.As a result, the S&P 400 Index ended the reporting period with double-digit gains.

Returns Driven by Strong Stock Selections

The fund’s quantitative stock ranking process successfully identified investment opportunities across several market sectors and industry groups. Our quality-related analytical factors delivered particularly robust results, with value and behavioral factors further contributing to the portfolio’s positive relative performance.

The fund achieved its best results relative to the benchmark in the energy sector, where refiners benefited from margins that exceeded expectations due to access to inland-sourced crude petroleum and resulted in better than expected earnings. Additionally, fund holding Tesoro announced an acquisition in California at an attractive price, a share buyback program and reinstated its dividend. Returns also were enhanced by a diverse group of holdings in the financials sector, such as mergers-and-acquisitions advisor Greenhill & Co.The materials sector also delivered above-average returns. For example, chemical manufacturer NewMarket exceeded earnings expectations for the final three quarters of 2012, and near the end of the year announced a substantial one-time dividend that was well received by investors. Finally, several consumer staples holdings, such as beverage distributor Constellation Brands, Class A, contributed positively to the fund’s relatively strong performance.

On a more negative note, the health care sector hurt the fund’s relative returns, partly due to disappointing earnings and guidance from medical device maker Hill-Rom Holdings, and partly due to the fund’s lack of exposure to one of the benchmark’s

4



better performers, biotechnology developer Regeneron Pharmaceuticals. Other health care holdings performed relatively well, led by respiratory equipment maker ResMed.A few information technology companies, such as printer maker Lexmark International, Class A, also detracted from the fund’s performance when they failed to meet earnings expectations.

Continuing to Build a Diversified Portfolio

The recent investment environment has been characterized by periods in which macroeconomic concerns drive some stock prices lower despite sound underlying fundamentals. As a result, we have identified what in our view is a broad range of investment opportunities among companies with attractive performance attributes that meet our quantitative investment criteria. We intend to continue to rely on those criteria, as we have in the past, to build a diversified portfolio of companies in pursuit of the fund’s investment objective.As of the end of the reporting period, the fund held 119 individual stocks.

January 15, 2013

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period. Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

Stocks of midcap companies often experience sharper price fluctuations than stocks of large-cap companies.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly.A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals.The investment objective and policies of Dreyfus Investment Portfolios, MidCap Stock Portfolio made available through insurance products may be similar to other funds managed by Dreyfus. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other Dreyfus fund.

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future
results. Share price and investment return fluctuate such that upon redemption fund shares may be worth more or less
than their original cost.The fund’s performance does not reflect the deduction of additional charges and expenses
imposed in connection with investing in variable insurance contracts, which will reduce returns.
2 SOURCE: LIPPER INC. — Reflects reinvestment of dividends and, where applicable, capital gain distributions.
The Standard & Poor’s MidCap 400 Index is a widely accepted, unmanaged total return index measuring the
performance of the midsize-company segment of the U.S. market. Investors cannot invest directly in any index.

The Fund 5




Comparison of change in value of $10,000 investment in Dreyfus Investment Portfolios, MidCap Stock Portfolio Initial shares and Service shares and the Standard & Poor’s MidCap 400 Index

Average Annual Total Returns as of 12/31/12             
  1 Year  5 Years   10 Years  
Initial shares  19.67 %  4.28 %  8.30 % 
Service shares  19.34 %  4.12 %  8.13 % 
Standard & Poor’s MidCap 400 Index  17.88 %  5.15 %  10.53 % 

 

Source: Lipper Inc.

Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a $10,000 investment made in Initial and Service shares of Dreyfus Investment Portfolios, MidCap Stock Portfolio on 12/31/02 to a $10,000 investment made in the Standard & Poor’s MidCap 400 Index (the “Index”) on that date.

6



The fund’s Initial shares are not subject to a Rule 12b-1 fee.The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee.All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fund fees and expenses for Initial and Service shares (after any expense reimbursements).The Index is a widely accepted, unmanaged total return index measuring the performance of the midsize company segment of the U.S. stock market. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

The Fund 7



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Investment Portfolios, MidCap Stock Portfolio from July 1, 2012 to December 31, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.55  $ 5.86 
Ending value (after expenses)  $ 1,102.70  $ 1,101.30 

 

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.37  $ 5.63 
Ending value (after expenses)  $ 1,020.81  $ 1,019.56 

 

Expenses are equal to the fund’s annualized expense ratio of .86% for Initial Shares and 1.11% for Service Shares,
multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

8



STATEMENT OF INVESTMENTS

December 31, 2012

Common Stocks—98.8%  Shares   Value ($) 
Automobiles & Components—.9%       
Thor Industries  35,700   1,336,251 
Banks—3.5%       
Associated Banc-Corp  135,100   1,772,512 
Cathay General Bancorp  51,300   1,000,350 
Comerica  12,000   364,080 
Huntington Bancshares  35,300   225,567 
Regions Financial  102,200   727,664 
Webster Financial  50,900   1,045,995 
      5,136,168 
Capital Goods—10.3%       
Aecom Technology  54,800 a  1,304,240 
Alliant Techsystems  28,000   1,734,880 
Chicago Bridge & Iron Co.  17,700   820,395 
Gardner Denver  13,500   924,750 
Granite Construction  36,300   1,220,406 
ITT  58,700   1,377,102 
KBR  22,900   685,168 
Lennox International  42,400   2,226,848 
Lincoln Electric Holdings  49,200   2,395,056 
Textron  22,900   567,691 
Timken  27,900   1,334,457 
WABCO Holdings  6,100 a  397,659 
      14,988,652 
Commercial & Professional Services—2.2%       
Deluxe  62,700   2,021,448 
Herman Miller  53,700   1,150,254 
      3,171,702 
Consumer Durables & Apparel—3.2%       
Carter’s  39,200 a  2,181,480 
Hanesbrands  62,300 a  2,231,586 
Harman International Industries  4,300   191,952 
      4,605,018 
Consumer Services—3.0%       
Bally Technologies  30,200 a  1,350,242 
Bob Evans Farms  21,400   860,280 

 

The Fund 9



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Consumer Services (continued)         
H&R Block  55,400      1,028,778 
Marriott International, Cl. A  24,700      920,569 
Wyndham Worldwide  4,700      250,087 
        4,409,956 
Diversified Financials—4.5%         
American Capital  44,500 a 534,000 
Discover Financial Services  16,400      632,220 
Greenhill & Co.  19,300 b 1,003,407 
Moody’s  3,700      186,184 
NASDAQ OMX Group  31,600      790,316 
SEI Investments  84,500      1,972,230 
Waddell & Reed Financial, Cl. A  43,100      1,500,742 
        6,619,099 
Energy—7.8%         
Helix Energy Solutions Group  88,300  a   1,822,512 
HollyFrontier  60,400      2,811,620 
Marathon Petroleum  13,900      875,700 
Oceaneering International  27,800      1,495,362 
Plains Exploration & Production  15,700  a   736,958 
Tesoro  31,200      1,374,360 
Tidewater  40,600      1,814,008 
Valero Energy  15,900      542,508 
        11,473,028 
Food, Beverage & Tobacco—1.4%         
Universal 39,800 b 1,986,418 
Health Care Equipment & Services—7.4%         
Hill-Rom Holdings  35,300      1,006,050 
Humana  11,800      809,834 
IDEX  40,000      1,861,200 
ResMed  53,200 b  2,211,524 
STERIS  31,600      1,097,468 
Thoratec  53,600 a 2,011,072 
Universal Health Services, Cl. B  37,300      1,803,455 
        10,800,603 

 

10



Common Stocks (continued)  Shares      Value ($) 
Household & Personal Products—2.4%         
Church & Dwight  32,400      1,735,668 
Energizer Holdings  17,600      1,407,648 
Nu Skin Enterprises, Cl. A  10,100 b 374,205 
        3,517,521 
Insurance—3.9%         
Assurant  20,200      700,940 
Everest Re Group  11,800      1,297,410 
Lincoln National  12,700      328,930 
Protective Life  45,400      1,297,532 
Reinsurance Group of America  39,400      2,108,688 
        5,733,500 
Materials—5.5%         
Domtar  12,000      1,002,240 
Huntsman  24,700      392,730 
Minerals Technologies  58,700      2,343,304 
NewMarket  8,420      2,207,724 
Worthington Industries  79,700      2,071,403 
        8,017,401 
Media—2.4%         
Scholastic  53,700      1,587,372 
Valassis Communications  72,800  b   1,876,784 
        3,464,156 
Pharmaceuticals, Biotech & Life Sciences—5.1%         
Agilent Technologies  19,400      794,236 
Charles River Laboratories International  30,600 a 1,146,582 
Mettler-Toledo International  14,100 a 2,725,530 
Techne  12,800      874,752 
United Therapeutics  14,500  a   774,590 
Warner Chilcott, Cl. A  96,900      1,166,676 
        7,482,366 
Real Estate—8.1%         
BRE Properties  24,700 c  1,255,501 
Camden Property Trust  15,700 c  1,070,897 
CBL & Associates Properties  80,500 c  1,707,405 

 

TheFund 11



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Real Estate (continued)       
Duke Realty  73,600 c  1,020,832 
Hospitality Properties Trust  56,700 c  1,327,914 
Kimco Realty  10,600 c  204,792 
Liberty Property Trust  32,600 c  1,166,102 
Macerich  5,747 c  335,050 
Mack-Cali Realty  69,600 c  1,817,256 
National Retail Properties  37,700 c  1,176,240 
Rayonier  10,750 b,c  557,173 
Weingarten Realty Investors  8,000 c  214,160 
      11,853,322 
Retailing—6.2%       
Aaron’s  39,800   1,125,544 
American Eagle Outfitters  108,400   2,223,284 
ANN  60,700 a  2,054,088 
Best Buy  19,500   231,075 
Dillard’s, Cl. A  12,400   1,038,748 
GameStop, Cl. A  23,700 b  594,633 
O’Reilly Automotive  8,800 a  786,896 
PetSmart  14,900   1,018,266 
      9,072,534 
Semiconductors & Semiconductor       
   Equipment—.5%       
LSI  108,200 a  766,056 
Software & Services—9.9%       
Acxiom  48,500 a  846,810 
CA  73,600   1,617,728 
Cadence Design Systems  148,500 a  2,006,235 
CoreLogic  45,400 a  1,222,168 
DST Systems  27,644   1,675,226 
FactSet Research Systems  11,200 b  986,272 
Fair Isaac  33,500   1,408,005 
Intuit  11,000   654,500 

 

12



Common Stocks (continued)  Shares   Value ($) 
Software & Services (continued)       
Lender Processing Services  26,900   662,278 
Synopsys  54,600 a  1,738,464 
Total System Services  77,500   1,660,050 
      14,477,736 
Technology Hardware & Equipment—4.3%       
Brocade Communications Systems  134,200 a  715,286 
Diebold  33,300   1,019,313 
Dolby Laboratories, Cl. A  11,200 b  328,496 
Lexmark International, Cl. A  20,400 b  473,076 
Plantronics  34,100   1,257,267 
QLogic  66,300 a  645,099 
Tech Data  40,800 a  1,857,624 
      6,296,161 
Telecommunication Services—.4%       
Telephone & Data Systems  25,228   558,548 
Transportation—1.7%       
Alaska Air Group  58,300 a  2,512,147 
Utilities—4.2%       
Cleco  37,100   1,484,371 
Hawaiian Electric Industries  22,600   568,164 
IDACORP  46,100   1,998,435 
NV Energy  90,700   1,645,298 
Wisconsin Energy  13,700   504,845 
      6,201,113 
Total Common Stocks       
   (cost $130,117,878)      144,479,456 
 
Other Investment—.2%       
Registered Investment Company;       
Dreyfus Institutional Preferred       
   Plus Money Market Fund       
(cost $265,482)  265,482 d  265,482 

 

The Fund 13



STATEMENT OF INVESTMENTS (continued)

Investment of Cash Collateral         
for Securities Loaned—5.7%  Shares   Value ($)  
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Fund         
(cost $8,324,137)  8,324,137 d  8,324,137  
Total Investments (cost $138,707,497)  104.7 %  153,069,075  
Liabilities, Less Cash and Receivables  (4.7 %)  (6,823,131 ) 
Net Assets  100.0 %  146,245,944  

 

a Non-income producing security.
b Security, or portion thereof, on loan.At December 31, 2012, the value of the fund’s securities on loan was
$8,254,390 and the value of the collateral held by the fund was $8,324,137.
c Investment in real estate investment trust.
d Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Capital Goods  10.3  Banks  3.5 
Software & Services  9.9  Consumer Durables & Apparel  3.2 
Real Estate  8.1  Consumer Services  3.0 
Energy  7.8  Household & Personal Products  2.4 
Health Care Equipment & Services  7.4  Media  2.4 
Retailing  6.2  Commercial & Professional Services  2.2 
Money Market Investments  5.9  Transportation  1.7 
Materials  5.5  Food, Beverage & Tobacco  1.4 
Pharmaceuticals,    Automobiles & Components  .9 
Biotech & Life Sciences  5.1  Semiconductors &   
Diversified Financials  4.5  Semiconductor Equipment  .5 
Technology Hardware & Equipment  4.3  Telecommunication Services  .4 
Utilities  4.2     
Insurance  3.9    104.7 
 
† Based on net assets.       
See notes to financial statements.       

 

14



STATEMENT OF ASSETS AND LIABILITIES

December 31, 2012

  Cost  Value  
Assets ($):       
Investments in securities—See Statement of Investments (including       
securities on loan, valued at $8,254,390)—Note 1(b):       
      Unaffiliated issuers  130,117,878  144,479,456  
      Affiliated issuers  8,589,619  8,589,619  
Cash    439,194  
Receivable for investment securities sold    1,202,745  
Dividends and securities lending income receivable    103,297  
Prepaid expenses    41,262  
    154,855,573  
Liabilities ($):       
Due to The Dreyfus Corporation and affiliates—Note 3(b)    114,321  
Liability for securities on loan—Note 1(b)    8,324,137  
Payable for shares of Beneficial Interest redeemed    141,911  
Accrued expenses    29,260  
    8,609,629  
Net Assets ($)    146,245,944  
Composition of Net Assets ($):       
Paid-in capital    153,244,981  
Accumulated undistributed investment income—net    2,258,965  
Accumulated net realized gain (loss) on investments    (23,619,580 ) 
Accumulated net unrealized appreciation       
(depreciation) on investments    14,361,578  
Net Assets ($)    146,245,944  
 
 
Net Asset Value Per Share       
  Initial Shares  Service Shares  
Net Assets ($)  128,410,098  17,835,846  
Shares Outstanding  8,187,861  1,139,593  
Net Asset Value Per Share ($)  15.68  15.65  
 
See notes to financial statements.       

 

The Fund 15



STATEMENT OF OPERATIONS     
Year Ended December 31, 2012     
 
 
 
 
Investment Income ($):     
Income:     
Cash dividends (net of $270 foreign taxes withheld at source):     
    Unaffiliated issuers  3,361,414  
Affiliated issuers  805  
Income from securities lending—Note 1(b)  183,412  
Total Income  3,545,631  
Expenses:     
Management fee—Note 3(a)  1,097,465  
Professional fees  60,152  
Distribution fees—Note 3(b)  44,129  
Custodian fees—Note 3(b)  32,719  
Prospectus and shareholders’ reports  21,181  
Shareholder servicing costs—Note 3(b)  5,403  
Trustees’ fees and expenses—Note 3(c)  5,163  
Loan commitment fees—Note 2  1,360  
Interest expense—Note 2  184  
Miscellaneous  17,878  
Total Expenses  1,285,634  
Less—reduction in fees due to earnings credits—Note 3(b)  (5 ) 
Net Expenses  1,285,629  
Investment Income—Net  2,260,002  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments  12,930,670  
Net unrealized appreciation (depreciation) on investments  10,755,359  
Net Realized and Unrealized Gain (Loss) on Investments  23,686,029  
Net Increase in Net Assets Resulting from Operations  25,946,031  
 
See notes to financial statements.     

 

16



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended December 31,  
  2012   2011  
Operations ($):         
Investment income—net  2,260,002   633,871  
Net realized gain (loss) on investments  12,930,670   21,917,984  
Net unrealized appreciation         
(depreciation) on investments  10,755,359   (21,388,110 ) 
Net Increase (Decrease) in Net Assets         
Resulting from Operations  25,946,031   1,163,745  
Dividends to Shareholders from ($):         
Investment income—net:         
Initial Shares  (595,625 )  (723,203 ) 
Service Shares  (38,075 )  (69,975 ) 
Total Dividends  (633,700 )  (793,178 ) 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Initial Shares  8,034,372   8,855,532  
Service Shares  1,758,717   2,487,648  
Dividends reinvested:         
Initial Shares  595,625   723,203  
Service Shares  38,075   69,975  
Cost of shares redeemed:         
Initial Shares  (25,670,895 )  (33,901,325 ) 
Service Shares  (4,059,807 )  (5,108,937 ) 
Increase (Decrease) in Net Assets from         
Beneficial Interest Transactions  (19,303,913 )  (26,873,904 ) 
Total Increase (Decrease) in Net Assets  6,008,418   (26,503,337 ) 
Net Assets ($):         
Beginning of Period  140,237,526   166,740,863  
End of Period  146,245,944   140,237,526  
Undistributed investment income—net  2,258,965   632,663  

 

The Fund 17



STATEMENT OF CHANGES IN NET ASSETS (continued)

  Year Ended December 31,  
  2012   2011  
Capital Share Transactions:         
Initial Shares         
Shares sold  555,152   669,033  
Shares issued for dividends reinvested  40,245   50,858  
Shares redeemed  (1,766,441 )  (2,534,215 ) 
Net Increase (Decrease) in Shares Outstanding  (1,171,044 )  (1,814,324 ) 
Service Shares         
Shares sold  118,588   183,958  
Shares issued for dividends reinvested  2,573   4,921  
Shares redeemed  (279,454 )  (379,066 ) 
Net Increase (Decrease) in Shares Outstanding  (158,293 )  (190,187 ) 
 
See notes to financial statements.         

 

18



FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts.These figures have been derived from the fund’s financial statements.

      Year Ended December 31,      
Initial Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  13.16   13.17   10.46   7.85   15.52  
Investment Operations:                     
Investment income—neta  .23   .06   .06   .11   .09  
Net realized and unrealized                     
gain (loss) on investments  2.36   .00 b  2.76   2.62   (5.63 ) 
Total from Investment Operations  2.59   .06   2.82   2.73   (5.54 ) 
Distributions:                     
Dividends from investment income—net  (.07 )  (.07 )  (.11 )  (.12 )  (.12 ) 
Dividends from net realized                     
gain on investments          (2.01 ) 
Total Distributions  (.07 )  (.07 )  (.11 )  (.12 )  (2.13 ) 
Net asset value, end of period  15.68   13.16   13.17   10.46   7.85  
Total Return (%)  19.67   .40   27.10   35.51   (40.42 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .85   .86   .84   .84   .82  
Ratio of net expenses                     
to average net assets  .85   .86   .84   .84   .81  
Ratio of net investment income                     
to average net assets  1.58   .50   .54   1.22   .76  
Portfolio Turnover Rate  73.96   81.48   79.28   75.42   86.74  
Net Assets, end of period ($ x 1,000)  128,410   123,187   147,155   131,962   125,701  

 

a Based on average shares outstanding at each month end.
b Amount represents less than $.01 per share.

See notes to financial statements.

The Fund 19



FINANCIAL HIGHLIGHTS (continued)

      Year Ended December 31,      
Service Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  13.14   13.16   10.46   7.82   15.45  
Investment Operations:                     
Investment income—neta  .19   .02   .05   .10   .08  
Net realized and unrealized                     
gain (loss) on investments  2.35   .01   2.76   2.63   (5.60 ) 
Total from Investment Operations  2.54   .03   2.81   2.73   (5.52 ) 
Distributions:                     
Dividends from investment income—net  (.03 )  (.05 )  (.11 )  (.09 )  (.10 ) 
Dividends from net realized                     
gain on investments          (2.01 ) 
Total Distributions  (.03 )  (.05 )  (.11 )  (.09 )  (2.11 ) 
Net asset value, end of period  15.65   13.14   13.16   10.46   7.82  
Total Return (%)  19.34   .20   26.94   35.33   (40.44 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.10   1.11   1.09   1.09   1.06  
Ratio of net expenses                     
to average net assets  1.10   1.11   .97   .90   .90  
Ratio of net investment income                     
to average net assets  1.32   .18   .40   1.16   .62  
Portfolio Turnover Rate  73.96   81.48   79.28   75.42   86.74  
Net Assets, end of period ($ x 1,000)  17,836   17,050   19,586   16,090   13,881  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

20



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Investment Portfolios (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company, operating as a series company currently offering four series, including the MidCap Stock Portfolio (the “fund”).The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. The fund is a diversified series. The fund’s investment objective is to seek investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor’s MidCap 400® Index.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of NewYork Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution plan and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the

The Fund 21



NOTES TO FINANCIAL STATEMENTS (continued)

FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications.The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

22



The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Trustees (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation

The Fund 23



NOTES TO FINANCIAL STATEMENTS (continued)

of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers.These securities are either categorized within Level 2 or 3 depending on the relevant inputs used.

For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2012 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  144,479,456      144,479,456 
Mutual Funds  8,589,619      8,589,619 
 
† See Statement of Investments for additional detailed categorizations.   

 

At December 31, 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement withThe Bank of NewYork Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market

24



value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended December 31, 2012, The Bank of New York Mellon earned $78,605 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act. Investments in affiliated investment companies for the period ended December 31, 2012 were as follows:

Affiliated               
Investment  Value       Value   Net 
Company  12/31/2011 ($)  Purchases ($)  Sales ($)  12/31/2012 ($)  Assets (%) 
Dreyfus               
Institutional               
Preferred               
Plus Money               
Market Fund  1,024,565   22,700,747  23,459,830  265,482   .2 
Dreyfus               
Institutional               
Cash               
Advantage               
Fund  15,146,438   57,912,224  64,734,525  8,324,137   5.7 
Total  16,171,003   80,612,971  88,194,355  8,589,619   5.9 

 

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the

The Fund 25



NOTES TO FINANCIAL STATEMENTS (continued)

fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended December 31, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended December 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2012, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $2,243,480, accumulated capital losses $23,578,527 and unrealized appreciation $14,320,525.

Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute.The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”).As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.

26



The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to December 31, 2012. If not applied, the carryover expires in fiscal year 2017.

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2012 and December 31, 2011 were as follows: ordinary income $633,700 and $793,178, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 10, 2012, the unsecured credit facility with Citibank, N.A., was $225 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended December 31, 2012 was approximately $15,600 with a related weighted average annualized interest rate of 1.19%.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement with the Manager, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its

The Fund 27



NOTES TO FINANCIAL STATEMENTS (continued)

shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares. The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets.The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2012, Service shares were charged $44,129 pursuant to the Distribution Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing transfer agency services for the fund and, since May 29, 2012, cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $699 for transfer agency services and $22 for cash management services. Cash management fees were partially offset by earnings credits of $3. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. During the period ended December 31, 2012, the fund was charged $32,719 pursuant to the custody agreement.

Prior to May 29, 2012, the fund compensated The Bank of NewYork Mellon under a cash management agreement for performing cash management services related to fund subscriptions and redemptions.

28



During the period ended December 31, 2012, the fund was charged $52 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.These fees were partially offset by earnings credits of $2.

During the period ended December 31, 2012, the fund was charged $8,783 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $92,327, Distribution Plan fees $3,691, custodian fees $14,125, Chief Compliance Officer fees $3,981 and transfer agency fees $197.

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December 31, 2012, amounted to $107,388,878 and $125,533,895, respectively.

At December 31, 2012, the cost of investments for federal income tax purposes was $138,748,550; accordingly, accumulated net unrealized appreciation on investments was $14,320,525, consisting of $19,173,470 gross unrealized appreciation and $4,852,945 gross unrealized depreciation.

The Fund 29



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Dreyfus Investment Portfolios, MidCap Stock Portfolio

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Investment Portfolios, MidCap Stock Portfolio (one of the series comprising Dreyfus Investment Portfolios) as of December 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Investment Portfolios, MidCap Stock Portfolio at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
February 13, 2013

30



IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the portfolio hereby reports 100% of the ordinary dividends paid during the fiscal year ended December 31, 2012 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2013 of the percentage applicable to the preparation of their 2012 income tax returns.

The Fund 31



PROXY RESULTS (Unaudited)

The Company held a special meeting of shareholders on August 3, 2012. The proposal considered at the meeting, and the results, are as follows:

    Shares   
  Votes For    Authority Withheld 
To elect additional Board Members:       
Gordon J. Davis  40,383,221    1,880,340 
Nathan Leventhal  40,484,976    1,778,585 
Benaree Pratt Wiley  40,471,151    1,792,410 

 

Each of the above Board Members were duly elected by shareholders at the fund’s August 3, 2012 shareholder
meeting. Nathan Leventhal and Benaree Pratt Wiley were existing Board Members previously having been elected by
the fund’s Board. In addition, Clifford L.Alexander, Jr., Joseph S. DiMartino,Whitney I. Gerard and George L.
Perry continue as Board Members of the Company.

32



INFORMATION ABOUT THE RENEWAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 18 and 19, 2012, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund.The Board considered information previously provided to them in presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and Dreyfus representatives confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures.

The Fund 33



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio.The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2012, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds.The Board discussed the results of the comparisons and noted that the fund’s total return performance was above the Performance Group and Performance Universe medians for the various periods, except for the ten-year period when the fund’s performance was below the Performance Group and Performance Universe medians. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.The Board noted that the fund’s contractual management fee was below the Expense Group median and the fund’s actual management fee and total expenses were below the Expense Group and Expense Universe medians.

34



Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Dreyfus-affiliated primary employer of the fund’s primary portfolio manager(s) for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Board’s counsel stated that the Board should consider the profitability analysis (1) as part of the evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund

The Fund 35



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

shareholders. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board was satisfied with the fund’s performance.

  • The Board concluded that the fee paid to Dreyfus was reasonable in light of the considerations described above.

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

36



In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years.The Board determined that renewal of the Agreement was in the best interests of the fund and its shareholders.

The Fund 37



BOARD MEMBERS INFORMATION (Unaudited)


38




The Fund 39



OFFICERS OF THE FUND (Unaudited)


40




The Fund 41



For More Information


Telephone 1-800-554-4611 or 1-516-338-3300

Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 Attn: Investments Division

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-DREYFUS.



Dreyfus

Investment Portfolios,

Small Cap Stock Index

Portfolio

ANNUAL REPORT December 31, 2012




The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the President

3     

Discussion of Fund Performance

6     

Fund Performance

8     

UnderstandingYour Fund’s Expenses

8     

ComparingYour Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

29     

Statement of Financial Futures

30     

Statement of Assets and Liabilities

31     

Statement of Operations

32     

Statement of Changes in Net Assets

33     

Financial Highlights

34     

Notes to Financial Statements

44     

Report of Independent Registered Public Accounting Firm

45     

Important Tax Information

46     

Proxy Results

47     

Information About the Renewal of the Fund’s Management Agreement

52     

Board Members Information

54     

Officers of the Fund

 

FOR MORE INFORMATION

 

Back Cover



Dreyfus Investment Portfolios,
Small Cap Stock Index Portfolio

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio, covering the 12-month period from January 1, 2012, through December 31, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In retrospect, 2012 was notable for the global equity markets’ resilience in the face of some tough macroeconomic challenges. Worries regarding sluggish employment growth, weak housing markets and Congressional gridlock weighed on investor sentiment in the United States at times during the year, yet U.S. stocks posted respectable gains, on average.An ongoing debt crisis led to recessionary conditions in Europe, particularly for some of the continent’s more peripheral nations, but aggressive actions from monetary policymakers helped some European stock markets produce double-digit returns.While China’s economy slowed in response to inflation-fighting measures, officials there appeared to have engineered a “soft landing,” and Chinese stocks generally ended the year with positive absolute returns.

We currently expect the U.S. and global economies to be modestly stronger in 2013, especially during the second half of the year.The global economy seems likely to benefit from Europe’s ongoing efforts to support its banking system and common currency, and by China’s moves toward more stimulative fiscal policies under new government leadership. In the United States, greater certainty regarding U.S. tax and fiscal policies, the resumption of postponed spending by businesses, and a continued housing recovery could support modestly higher rates of economic growth.We encourage you to discuss the implications of our economic analysis with your financial advisor, who can help you align your investments with the year’s challenges and opportunities.

Thank you for your continued confidence and support.

Sincerely,


J. Charles Cardona
President
The Dreyfus Corporation
January 15, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the period of January 1, 2012, through December 31, 2012, as provided by Thomas J. Durante, CFA, Karen Q.Wong, CFA, and Richard A. Brown, CFA, Portfolio Managers

Fund and Market Performance Overview

For the 12-month period ended December 31, 2012, Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio produced a total return of 15.74%.1 In comparison, the fund’s benchmark, the Standard & Poor’s SmallCap 600 Index (the “S&P 600 Index”), produced a 16.33% return for the same period.2,3

Despite ongoing concerns regarding a variety of domestic and international macroeconomic developments, small-cap stocks generally gained ground when improving domestic economic fundamentals—including stronger employment trends and a recovering housing market—helped bolster investor sentiment. Stock prices generally advanced as investors turned away from traditional safe havens and toward riskier assets. The difference in return between the fund and the S&P 600 Index was primarily the result of transaction costs and operating expenses that are not reflected in the S&P 600 Index’s results.

The Fund’s Investment Approach

The fund seeks to match the performance of the S&P 600 Index by investing in a representative sample of the stocks included in the S&P 600 Index, and in futures whose performance is tied to the S&P 600 Index.The fund’s investments are selected by a “sampling” process based on market capitalization, industry representation and other fundamental benchmark characteristics. The fund expects to invest in approximately 500 or more of the stocks in the S&P 600 Index.

Improving Economic Conditions Fueled Market Gains

A variety of positive macroeconomic developments drove stock prices higher across all capitalization ranges during the first quarter of 2012.These included strong corporate earnings reports, domestic employment gains, a quantitative easing program in Europe that forestalled a more severe banking crisis in the region, and less restrictive monetary

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

and fiscal policies in China and, later, in Japan. However, investor sentiment turned more cautious during the spring, when the U.S. labor market’s rebound slowed and measures designed to relieve fiscal pressures in Europe encountered political resistance in some countries.

Stocks generally rebounded over the summer, reaching new highs for the year by September amid more encouraging economic news, including sharp declines in the unemployment rate and the start of a long-awaited recovery in U.S. housing markets. Stocks lost ground again in November as concerns mounted over a contentious debate regarding automatic tax hikes and spending cuts scheduled for the start of 2013. Nevertheless, continued corporate earnings strength and additional evidence of improving U.S. economic fundamentals enabled small-cap stocks to resume their rally as 2012 came to a close. As a result, the S&P 600 Index ended the year with double-digit gains.

Small-cap stocks generally produced higher returns than their large- and midcap counterparts during the year, in part due to investors’ preference for domestic businesses with little or no exposure to economic weakness in Europe and other overseas markets.

Financial Stocks Rebounded Strongly

The S&P 600 Index’s advance in 2012 was led by the financials sector, which staged a rebound after several years of weakness in the wake of the 2008 U.S. financial crisis. Commercial banks benefited from increased mortgage lending as housing markets recovered, and real estate investment trusts (REITs) gained value when income-oriented investors sought higher yields from dividend-paying stocks in a historically low interest rate environment.

The consumer discretionary sector benefited from greater consumer confidence and spending as the economic recovery gained momentum.A variety of specialty retailers, restaurants, and hotels saw business improve as personal incomes rose and consumers spent more freely.The industrials sector also posted above-average results compared to broader market averages, primarily stemming from strength among machinery producers, which participated in higher levels of manufacturing activity, and building products companies, which provided materials to a recovering residential and commercial construction industry.

4



Laggards in 2012 included the utilities sector, which was hurt when Superstorm Sandy produced power outages and damaged infrastructure along a wide swath of the east coast, raising uncertainty regarding the cost of cleanup and regulators’ response to the companies’ generally inadequate efforts to restore power to affected communities.

At times during the year, the fund successfully employed index futures in order to put cash to work in the equity markets more quickly.

Macroeconomic Headwinds Remain

Although we have been encouraged recently by positive U.S. and global economic developments, we believe that heightened stock market volatility is likely to persist in the face of ongoing global challenges, including the European debt crisis, slower growth in the emerging markets, and a subpar economic recovery in the United States.We have continued to monitor the fund’s investments in light of current market conditions.

January 15, 2013

Equity funds are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus. Stocks of small- and/or midcap companies often experience sharper price fluctuations than stocks of large-cap companies.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly.A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals.The investment objective and policies of Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio made available through insurance products may be similar to other funds managed by Dreyfus. However, the investment results of the fund may be higher or lower than, and may not be comparable to, those of any other Dreyfus fund.

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future
results. Share price and investment return fluctuate such that upon redemption fund shares may be worth more or less
than their original cost.The fund’s performance does not reflect the deduction of additional charges and expenses
imposed in connection with investing in variable insurance contracts, which will reduce returns.
2 SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, capital gain
distributions.The Standard & Poor’s SmallCap 600 Index is a broad-based index and a widely accepted,
unmanaged index of overall small-cap stock market performance.
3 “Standard & Poor’s®,” “S&P®,” “Standard & Poor’s 500™” and “S&P 500®” are trademarks of Standard
& Poor’s Financial Services LLC (“Standard & Poor’s”) and have been licensed for use by the fund.The fund is
not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s does not make any
representation regarding the advisability of investing in the fund.

The Fund 5



 

Comparison of change in value of $10,000 investment in Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio and the Standard & Poor’s SmallCap 600 Index

Source: Lipper Inc.

Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.

The above graph compares a $10,000 investment made in Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio on 12/31/02 to a $10,000 investment made in the Standard & Poor’s SmallCap 600 Index (the “Index”) on that date.

The fund is subject to a 0.25% annual Rule 12b-1 fee.All dividends and capital gain distributions are reinvested. The fund’s performance shown in the line graph above takes into account all applicable fund fees and expenses.The Index is a broad-based index and a widely accepted, unmanaged index of overall small-cap stock market performance.The Index reflects the reinvestment of dividends and, where applicable, capital gain distributions. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6



Average Annual Total Returns as of 12/31/12             
  1 Year  5 Years   10 Years  
Portfolio  15.74 %  4.81 %  9.98 % 
Standard & Poor’s SmallCap 600 Index  16.33 %  5.14 %  10.45 % 

 

Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not
reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund 7



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio from July 1, 2012 to December 31, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2012

Expenses paid per $1,000  $ 3.13 
Ending value (after expenses)  $ 1,074.50 

 

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2012

Expenses paid per $1,000  $ 3.05 
Ending value (after expenses)  $ 1,022.12 

 

Expenses are equal to the fund’s annualized expense ratio of .60%, multiplied by the average account value over the
period, multiplied by 184/366 (to reflect the one-half year period).

8



STATEMENT OF INVESTMENTS

December 31, 2012

Common Stocks—98.7%  Shares      Value ($) 
Automobiles & Components—.4%         
Drew Industries  6,031      194,500 
Spartan Motors  7,328      36,127 
Standard Motor Products  10,328      229,488 
Superior Industries International  10,606      216,362 
Winnebago Industries  10,835  a   185,604 
        862,081 
Banks—7.0%         
Bank Mutual  27,428      117,940 
Bank of the Ozarks  10,744      359,602 
Banner  9,445      290,245 
BBCN Bancorp  34,987      404,800 
Boston Private Financial Holdings  38,529      347,146 
Brookline Bancorp  22,621      192,278 
City Holding  7,252 b 252,732 
Columbia Banking System  19,020      341,219 
Community Bank System  14,076  b   385,119 
CVB Financial  38,119      396,438 
Dime Community Bancshares  7,250      100,702 
F.N.B  58,523      621,514 
First BanCorp 35,267 a 161,523 
First Commonwealth Financial  42,767      291,671 
First Financial Bancorp  24,831      363,029 
First Financial Bankshares  10,822  b   422,166 
First Midwest Bancorp  33,214      415,839 
Glacier Bancorp  26,995      397,096 
Hanmi Financial  13,970  a   189,852 
Home Bancshares  11,290      372,796 
Independent Bank  7,867  b   227,750 
National Penn Bancshares  55,516      517,409 
NBT Bankcorp  14,000      283,780 
Northwest Bancshares  39,857      483,864 
Old National Bancorp  44,610      529,521 
Oritani Financial  20,565      315,056 
PacWest Bancorp  15,942      395,043 
Pinnacle Financial Partners  16,719 a 314,986 
PrivateBancorp  28,811      441,385 

 

The Fund 9



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Banks (continued)       
Provident Financial Services  19,365   288,926 
S&T Bancorp  8,510   153,776 
Simmons First National, Cl. A  8,006   203,032 
Sterling Bancorp  12,384   112,818 
Susquehanna Bancshares  82,527   864,883 
Texas Capital Bancshares  15,602 a  699,282 
Tompkins Financial  3,227   127,918 
Trustco Bank  45,331   239,348 
UMB Financial  12,637   554,006 
Umpqua Holdings  49,661   585,503 
United Bankshares  16,471 b  400,575 
United Community Banks  11,795 a  111,109 
ViewPoint Financial Group  14,598   305,682 
Wilshire Bancorp  37,126 a  217,930 
Wintrust Financial  14,480   531,416 
      15,328,705 
Capital Goods—10.6%       
A.O. Smith  17,105   1,078,812 
AAON  10,480   218,718 
AAR  14,366   268,357 
Actuant, Cl. A  32,184   898,255 
Aegion  15,139 a  335,934 
Aerovironment  7,183 a  156,158 
Albany International, Cl. A  12,629   286,426 
American Science & Engineering  4,141   270,035 
Apogee Enterprises  13,072   313,336 
Applied Industrial Technologies  18,554   779,454 
Astec Industries  8,071   269,006 
AZZ  9,363   359,820 
Barnes Group  20,907   469,571 
Belden  19,517   878,070 
Brady, Cl. A  21,628   722,375 
Briggs & Stratton  20,268 b  427,249 
Cascade  3,806   244,726 
CIRCOR International  6,164   244,033 
Comfort Systems USA  20,110   244,538 
Cubic  6,103 b  292,761 

 

10



Common Stocks (continued)  Shares      Value ($) 
Capital Goods (continued)         
Curtiss-Wright  18,844      618,649 
Dycom Industries  14,232 a 281,794 
EMCOR Group  29,178      1,009,851 
Encore Wire  9,751      295,553 
EnerSys  22,001 a 827,898 
Engility Holdings  6,826  a,b   131,469 
EnPro Industries  7,337 a 300,083 
ESCO Technologies  10,735      401,596 
Federal Signal  22,865 a 174,003 
Franklin Electric  6,922      430,341 
GenCorp  27,871 a,b 255,020 
Gibraltar Industries 12,694 a 202,088 
Griffon  13,741      157,472 
II-VI  20,498 a  374,498 
John Bean Technologies  13,340      237,052 
Kaman  10,603      390,190 
Kaydon  14,557      348,349 
Lindsay 5,547 b 444,426 
Lydall  11,720 a  168,065 
Moog, Cl. A  19,198 a 787,694 
Mueller Industries  12,789      639,834 
National Presto Industries  1,395  b   96,394 
NCI Building Systems  8,117  a   112,826 
Orbital Sciences  25,974 a 357,662 
Powell Industries  2,207 a  91,657 
Quanex Building Products  14,208      289,985 
Robbins & Myers  18,168      1,080,088 
Simpson Manufacturing  16,422      538,477 
Standex International  5,240      268,760 
Teledyne Technologies  14,500 a 943,515 
Tennant  9,125      401,044 
Toro  25,628      1,101,491 
Universal Forest Products  6,582      250,379 
Vicor  13,177      71,419 
Watts Water Technologies, Cl. A  12,658      544,167 
        23,381,423 

 

The Fund 11



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Commercial & Professional Services—4.0%       
ABM Industries  20,305   405,085 
CDI  3,131   53,634 
Consolidated Graphics  4,355 a  152,077 
Dolan  10,306 a  40,090 
Encore Capital Group  9,128 a,b  279,499 
Exponent  6,334 a  353,627 
G&K Services, Cl. A  7,384   252,164 
Geo Group  28,941   816,123 
Healthcare Services Group  25,461   591,459 
Heidrick & Struggles International  7,267   110,894 
Insperity  9,294   302,613 
Interface  22,623   363,778 
Kelly Services, Cl. A  11,908   187,432 
Korn/Ferry International  20,274 a  321,546 
Mobile Mini  15,430 a  321,407 
Navigant Consulting  23,821 a  265,842 
On Assignment  16,241 a  329,367 
Portfolio Recovery Associates  7,512 a  802,732 
Resources Connection  20,037   239,242 
SYKES Enterprises  18,710 a  284,766 
Tetra Tech  27,933 a  738,828 
TrueBlue  17,956 a  282,807 
UniFirst  5,744   421,150 
United Stationers  19,045   590,205 
Viad  8,357   226,976 
      8,733,343 
Consumer Durables & Apparel—4.6%       
American Greetings, Cl. A  14,933 b  252,218 
Arctic Cat  7,259 a  242,378 
Blyth  5,414 b  84,188 
Brunswick  38,629   1,123,718 
Callaway Golf  18,687   121,465 
Crocs  39,687 a  571,096 
Ethan Allen Interiors  10,168   261,419 
Fifth & Pacific  43,403 a  540,367 
Helen of Troy  12,131 a  405,054 

 

12



Common Stocks (continued)  Shares    Value ($) 
Consumer Durables & Apparel (continued)       
Iconix Brand Group  31,612 a  705,580 
iRobot  11,801 a  221,151 
JAKKS Pacific  9,325 b  116,749 
K-Swiss, Cl. A  7,151 a,b  24,027 
La-Z-Boy  22,258  314,951 
M/I Homes  7,103 a  188,229 
Maidenform Brands  8,073 a  157,343 
Meritage Homes  11,338 a  423,474 
Movado Group  9,083    278,666 
Oxford Industries  5,572    258,318 
Perry Ellis International  5,052    100,535 
Quiksilver  47,746 a  202,920 
Ryland Group  17,223    628,640 
Skechers USA, Cl. A  13,005 a  240,592 
Standard Pacific  42,801 a,b  314,587 
Steven Madden  15,764 a  666,344 
Sturm Ruger & Co.  8,170 b  370,918 
True Religion Apparel  10,273    261,140 
Universal Electronics  5,548 a  107,354 
Wolverine World Wide  21,471    879,882 
      10,063,303 
Consumer Services—4.1%       
American Public Education  8,316    300,291 
Biglari Holdings  663    258,583 
BJ’s Restaurants  9,299 a  305,937 
Boyd Gaming  19,881 a,b  132,010 
Buffalo Wild Wings  7,289    530,785 
Capella Education  6,218    175,534 
Career Education  22,690 a  79,869 
CEC Entertainment  8,184    271,627 
Coinstar  13,692 a,b  712,121 
Corinthian Colleges  41,756    101,885 
Cracker Barrel Old Country Store  9,645    619,788 
DineEquity  6,536 a  437,912 
Hillenbrand  27,586    623,719 
Interval Leisure Group  18,954    367,518 

 

The Fund 13



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Consumer Services (continued)         
ITT Educational Services  6,548  a   113,346 
Jack in the Box  17,217 a 492,406 
Lincoln Educational Services  6,070      33,931 
Marcus  11,605      144,714 
Marriott Vacations Worldwide  11,747 a 489,497 
Monarch Casino & Resort  4,993 a 54,474 
Multimedia Games Holding Company  11,901  a   175,064 
Papa John’s International  8,617  a   473,418 
Pinnacle Entertainment  27,166  a   430,038 
Red Robin Gourmet Burgers  5,855 a 206,623 
Ruby Tuesday  26,210 a 206,011 
Ruth’s Hospitality Group  15,956 a 116,000 
SHFL Entertainment  25,886 a 375,347 
Sonic Automotive, Cl. A  15,319      320,014 
Texas Roadhouse  25,500      428,400 
Universal Technical Institute  8,090      81,224 
        9,058,086 
Diversified Financials—2.6%         
Calamos Asset Management, Cl. A  11,271      119,134 
Cash America International  13,863      549,945 
EZCORP, Cl. A  19,361 a 384,509 
Financial Engines  15,439  a,b   428,432 
First Cash Financial Services  11,756 a 583,333 
HFF, Cl. A  12,589      187,576 
Interactive Brokers Group, Cl. A  18,057      247,020 
Investment Technology Group  14,224 a 128,016 
MarketAxess Holdings  15,799      557,705 
Piper Jaffray  6,035 a 193,905 
Prospect Capital  69,751 b  758,193 
Stifel Financial  22,277 a 712,196 
SWS Group  14,315 a  75,726 
Virtus Investment Partners  2,768 a 334,762 
World Acceptance  6,285 a,b  468,610 
        5,729,062 

 

14



Common Stocks (continued)  Shares   Value ($) 
Energy—4.1%       
Approach Resources  12,478 a,b  312,075 
Basic Energy Services  11,848 a,b  135,186 
Bristow Group  16,201   869,346 
Carrizo Oil & Gas  15,387 a  321,896 
Cloud Peak Energy  25,323 a  489,494 
Comstock Resources  18,917 a  286,214 
Contango Oil & Gas  6,395   270,892 
Exterran Holdings  28,054 a  614,944 
Geospace Technologies  4,740 a  421,244 
Gulf Island Fabrication  4,769   114,599 
Gulfport Energy  23,156 a  885,022 
Hornbeck Offshore Services  14,981 a  514,448 
ION Geophysical  55,014 a  358,141 
Lufkin Industries  13,302 b  773,245 
Matrix Service  13,933 a  160,230 
PDC Energy  12,047 a  400,081 
Penn Virginia  19,433   85,700 
PetroQuest Energy  18,986 a  93,981 
Pioneer Energy Services  22,646 a  164,410 
SEACOR Holdings  8,243 b  690,763 
Stone Energy  21,935 a  450,106 
Swift Energy  18,435 a  283,715 
TETRA Technologies  32,499 a  246,667 
      8,942,399 
Food & Staples Retailing—.6%       
Andersons  5,677   243,543 
Casey’s General Stores  16,210   860,751 
Nash Finch  6,302   134,107 
Spartan Stores  10,404   159,805 
      1,398,206 
Food, Beverage & Tobacco—2.5%       
Alliance One International  33,147 a  120,655 
B&G Foods  19,980   565,634 
Boston Beer, Cl. A  3,639 a,b  489,264 

 

The Fund 15



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Food, Beverage & Tobacco (continued)       
Cal-Maine Foods  5,946 b  239,148 
Calavo Growers  2,945 b  74,243 
Darling International  49,807 a  798,904 
Diamond Foods  7,690 b  105,122 
Hain Celestial Group  18,052 a  978,779 
J&J Snack Foods  6,103   390,226 
Sanderson Farms  8,081   384,252 
Seneca Foods, Cl. A  4,964 a  150,906 
Snyders-Lance  17,494   421,780 
TreeHouse Foods  14,843 a  773,766 
      5,492,679 
Health Care Equipment &       
  Services—7.2%       
Abaxis  9,313   345,512 
ABIOMED  11,831 a,b  159,245 
Air Methods  13,047   481,304 
Align Technology  29,351 a  814,490 
Almost Family  3,276   66,372 
Amedisys  11,034 a  124,353 
AMN Healthcare Services  16,747 a  193,428 
AmSurg  12,561 a  376,956 
Analogic  5,612   416,972 
Bio-Reference Labs  12,039 a,b  345,399 
Cantel Medical  6,589   195,891 
Centene  21,908 a  898,228 
Chemed  8,850   607,022 
Computer Programs & Systems  3,451   173,723 
CONMED  14,082   393,592 
CorVel  2,744 a,b  123,014 
Cross Country Healthcare  6,587 a  31,618 
CryoLife  20,291   126,413 
Cyberonics  10,930 a  574,153 
Ensign Group  5,737   155,989 
Gentiva Health Services  8,731 a  87,747 
Greatbatch  11,026 a  256,244 
Haemonetics  20,065 a  819,455 

 

16



Common Stocks (continued)  Shares   Value ($) 
Health Care Equipment &       
Services (continued)       
Hanger  11,838 a  323,888 
HealthStream  8,219 a  199,804 
Healthways  12,930 a  138,351 
ICU Medical  6,345 a  386,601 
Integra LifeSciences Holdings  9,756 a  380,191 
Invacare  16,169   263,555 
IPC The Hospitalist  6,648 a  263,992 
Kindred Healthcare  17,014 a  184,091 
Landauer  2,835 b  173,530 
LHC Group  5,865 a  124,924 
Magellan Health Services  12,298 a  602,602 
Medidata Solutions  9,375 a  367,406 
Meridian Bioscience  15,980 b  323,595 
Merit Medical Systems  11,892 a  165,299 
Molina Healthcare  12,160 a  329,050 
MWI Veterinary Supply  4,619 a  508,090 
Natus Medical  12,735 a  142,377 
Neogen  8,174 a  370,446 
NuVasive  15,925 a  246,200 
Omnicell  15,899 a  236,418 
Palomar Medical Technologies  4,763 a  43,867 
PharMerica  15,905 a  226,487 
PSS World Medical  21,830 a  630,450 
Quality Systems  15,901   276,041 
SurModics  5,242 a  117,211 
Symmetry Medical  15,734 a  165,522 
West Pharmaceutical Services  13,743   752,429 
      15,709,537 
Household & Personal Products—.6%       
Central Garden & Pet, Cl. A  17,648 a  184,422 
Inter Parfums  5,856   113,958 
Medifast  7,835 a  206,766 
Prestige Brands Holdings  21,240 a  425,437 
WD-40  6,825 b  321,526 
      1,252,109 

 

The Fund 17



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Insurance—2.2%       
AMERISAFE  8,589 a  234,050 
eHealth  7,144 a  196,317 
Employers Holdings  10,935   225,042 
Horace Mann Educators  18,812   375,488 
Infinity Property & Casualty  4,222   245,889 
Meadowbrook Insurance Group  21,240   122,767 
National Financial Partners  18,483 a  316,799 
Navigators Group  4,852 a  247,792 
ProAssurance  26,514   1,118,626 
RLI  6,069   392,422 
Safety Insurance Group  4,396   202,963 
Selective Insurance Group  20,834   401,471 
Stewart Information Services  8,731 b  227,006 
Tower Group  13,813   245,457 
United Fire Group  12,000   262,080 
      4,814,169 
Materials—6.4%       
A. Schulman  13,269   383,872 
AK Steel Holding  54,931 b  252,683 
AMCOL International  9,737   298,731 
American Vanguard  10,047   312,160 
Balchem  12,419   452,052 
Buckeye Technologies  17,935   514,914 
Calgon Carbon  22,124 a  313,718 
Century Aluminum  23,769 a  208,216 
Clearwater Paper  8,407 a  329,218 
Deltic Timber  4,308   304,231 
Eagle Materials  19,956   1,167,426 
Glatfelter  18,091   316,231 
Globe Specialty Metals  25,609   352,124 
H.B. Fuller  21,758   757,614 
Hawkins  2,581   99,730 
Haynes International  5,132   266,197 
Headwaters  29,386 a  251,544 
Innophos Holdings  9,011   419,012 
Kaiser Aluminum  8,104   499,936 

 

18



Common Stocks (continued)  Shares      Value ($) 
Materials (continued)         
KapStone Paper and Packaging  16,699      370,551 
Koppers Holdings  8,749      333,774 
Kraton Performance Polymers  13,712 a 329,499 
LSB Industries  7,958 a  281,872 
Materion  8,997      231,943 
Myers Industries  16,934      256,550 
Neenah Paper  6,259      178,194 
Olympic Steel  2,687      59,490 
OM Group  12,003 a  266,467 
PolyOne  37,392      763,545 
Quaker Chemical  4,764      256,589 
RTI International Metals  13,460  a   370,958 
Schweitzer-Mauduit International  14,614      570,384 
Stepan  6,006      333,573 
Stillwater Mining  48,090  a,b   614,590 
SunCoke Energy  28,641 a  446,513 
Texas Industries  8,195 a,b 418,027 
Tredegar  10,597      216,391 
Wausau Paper  17,094      148,034 
Zep  9,052      130,711 
        14,077,264 
Media—.7%         
Arbitron  12,344      576,218 
Digital Generation  8,833  a,b   95,926 
E.W. Scripps, Cl. A  16,888  a   182,559 
Harte-Hanks  18,267      107,775 
Live Nation  58,480 a  544,449 
        1,506,927 
Pharmaceuticals, Biotech &         
Life Sciences—3.2%         
Acorda Therapeutics  16,942 a 421,178 
Affymetrix  35,857 a,b 113,667 
Akorn 28,920 a  386,371 
ArQule  29,677 a 82,799 
Cambrex  15,050 a 171,269 
Cubist Pharmaceuticals  26,748  a   1,125,021 

 

The Fund 19



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Pharmaceuticals, Biotech &       
Life Sciences (continued)       
Emergent BioSolutions  10,928 a  175,285 
Enzo Biochem  12,412 a  33,512 
Hi-Tech Pharmacal  4,874 b  170,493 
Luminex  15,983 a  267,875 
Medicines  23,654 a  566,986 
Momenta Pharmaceuticals  18,587 a,b  218,955 
PAREXEL International  26,901 a  796,001 
Questcor Pharmaceuticals  26,148 b  698,675 
Salix Pharmaceuticals  21,690 a  878,011 
Spectrum Pharmaceuticals  21,529 b  240,910 
ViroPharma  30,317 a  690,015 
      7,037,023 
Real Estate—8.6%       
Acadia Realty Trust  20,127 b,c  504,785 
Cedar Realty Trust  27,035 c  142,745 
Colonial Properties Trust  37,402 c  799,281 
Cousins Properties  45,168 c  377,153 
DiamondRock Hospitality  82,172 c  739,548 
EastGroup Properties  11,472 c  617,308 
EPR Properties  20,818   959,918 
Extra Space Storage  44,304 c  1,612,223 
Forestar Group  16,497 a  285,893 
Franklin Street Properties  33,597 c  413,579 
Getty Realty  7,845 b,c  141,681 
Government Properties Income Trust  16,819 b,c  403,151 
Healthcare Realty Trust  34,066 c  817,925 
Inland Real Estate  32,716 c  274,160 
Kilroy Realty  29,927 c  1,417,642 
Kite Realty Group Trust  32,999 c  184,464 
LaSalle Hotel Properties  41,439 c  1,052,136 
Lexington Realty Trust  70,177 b,c  733,350 
LTC Properties  12,182 c  428,685 
Medical Properties Trust  58,276 c  696,981 
Mid-America Apartment Communities  17,315 c  1,121,146 
Parkway Properties  13,683 c  191,425 

 

20



Common Stocks (continued)  Shares   Value ($) 
Real Estate (continued)       
Pennsylvania Real Estate       
Investment Trust  24,033 c  423,942 
Post Properties  24,183 c  1,207,941 
PS Business Parks  6,912 c  449,142 
Sabra Healthcare  14,930 c  324,280 
Saul Centers  3,911 c  167,352 
Sovran Self Storage  11,827 c  734,457 
Tanger Factory Outlet Centers  37,780 c  1,292,076 
Universal Health Realty Income Trust  4,004 c  202,642 
Urstadt Biddle Properties, Cl. A  7,633 c  150,217 
      18,867,228 
Retailing—5.2%       
Big 5 Sporting Goods  7,005 b  91,765 
Blue Nile  4,791 a,b  184,454 
Brown Shoe  17,152   315,082 
Buckle  11,357 b  506,976 
Cato, Cl. A  12,331   338,239 
Children’s Place Retail Stores  11,305 a  500,698 
Christopher & Banks  2,810 a  15,314 
Finish Line, Cl. A  21,864   413,886 
Fred’s, Cl. A  17,024   226,589 
Genesco  10,090 a  554,950 
Group 1 Automotive  8,107 b  502,553 
Haverty Furniture  4,172   68,045 
Hibbett Sports  11,714 a  617,328 
Hot Topic  22,230   214,519 
JOS. A. Bank Clothiers  10,683 a  454,882 
Kirkland’s  7,728 a  81,840 
Lithia Motors, Cl. A  8,358   312,756 
Lumber Liquidators Holdings  11,733 a,b  619,854 
MarineMax  5,480 a  48,991 
Men’s Wearhouse  20,257   631,208 
Monro Muffler Brake  12,622 b  441,391 
NutriSystem  10,892   89,205 
OfficeMax  36,484   356,084 
PEP Boys-Manny Moe & Jack  21,982   216,083 

 

The Fund 21



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Retailing (continued)       
PetMed Express  8,120 b  90,132 
Pool  19,392   820,669 
Rue21  6,603 a  187,459 
Select Comfort  23,678 a  619,653 
Sonic  28,604 a  297,768 
Stage Stores  14,124   349,993 
Stein Mart  13,136   99,045 
Tuesday Morning  20,624 a  128,900 
Vitamin Shoppe  12,747 a  731,168 
VOXX International  10,795 a  72,650 
Zale  12,238 a  50,298 
Zumiez  9,151 a,b  177,621 
      11,428,048 
Semiconductors & Semiconductor       
Equipment—4.5%       
Advanced Energy Industries  19,660 a  271,505 
ATMI  12,111 a  252,878 
Brooks Automation  25,010   201,330 
Cabot Microelectronics  10,033   356,272 
Ceva  10,440 a  164,430 
Cirrus Logic  26,271 a  761,071 
Cohu  10,332   111,999 
Cymer  12,380 a  1,119,523 
Diodes  14,390 a  249,666 
DSP Group  9,503 a,b  54,737 
Entropic Communications  42,658 a  225,661 
Exar  24,887 a  221,494 
GT Advanced Technologies  50,086 a,b  151,260 
Hittite Microwave  10,260 a  637,146 
Kopin  33,071 a  110,126 
Kulicke & Soffa Industries  36,921 a  442,683 
Micrel  25,630   243,485 
Microsemi  35,209 a  740,797 
MKS Instruments  23,394   603,097 
Monolithic Power Systems  12,417   276,651 

 

22



Common Stocks (continued)  Shares   Value ($) 
Semiconductors & Semiconductor       
  Equipment (continued)       
Nanometrics  7,865 a  113,413 
Pericom Semiconductor  17,289 a  138,831 
Power Integrations  11,649   391,523 
Rubicon Technology  5,484 a,b  33,507 
Rudolph Technologies  16,113 a  216,720 
Sigma Designs  11,989 a  61,743 
STR Holdings  12,343 a,b  31,104 
Supertex  5,586   98,034 
Tessera Technologies  19,840   325,773 
TriQuint Semiconductor  61,286 a  296,624 
Ultratech  11,322 a  422,311 
Veeco Instruments  14,839 a,b  438,047 
Volterra Semiconductor  9,264 a  159,063 
      9,922,504 
Software & Services—6.8%       
Blackbaud  17,192   392,493 
Blucora  14,909 a  234,220 
Bottomline Technologies  13,837 a  365,158 
CACI International, Cl. A  10,734 a  590,692 
Cardtronics  18,362 a  435,914 
CIBER  27,944 a  93,333 
CommVault Systems  17,763 a  1,238,259 
comScore  11,665 a  160,744 
CSG Systems International  15,133 a  275,118 
DealerTrack Technologies  17,821 a  511,819 
Dice Holdings  22,984 a  210,993 
Digital River  17,051 a  245,364 
Ebix  15,510 b  249,246 
EPIQ Systems  14,311   182,895 
ExlService Holdings  8,675 a  229,888 
Forrester Research  4,399   117,893 
Heartland Payment Systems  18,259   538,641 
Higher One Holdings  12,218 a,b  128,778 
iGATE  10,017 a  157,968 

 

The Fund 23



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares   Value ($) 
Software & Services (continued)       
Interactive Intelligence Group  3,979 a  133,456 
j2 Global  18,733   572,855 
Liquidity Services  9,068 a  370,518 
LivePerson  19,892 a  261,381 
LogMeIn  9,022 a  202,183 
Manhattan Associates  9,518 a  574,316 
MAXIMUS  14,807   936,099 
MicroStrategy, Cl. A  3,206 a  299,376 
Monotype Imaging Holdings  15,926   254,497 
NetScout Systems  17,609 a  457,658 
NIC  24,397   398,647 
OpenTable  9,640 a,b  470,432 
Perficient  10,739 a  126,505 
Progress Software  26,208 a  550,106 
QuinStreet  10,892 a,b  73,194 
Sourcefire  11,463 a  541,283 
Stamps.com  5,067 a  127,688 
Synchronoss Technologies  10,649 a  224,587 
Take-Two Interactive Software  34,789 a  383,027 
TeleTech Holdings  11,650 a  207,370 
Tyler Technologies  11,898 a  576,339 
United Online  42,098   235,328 
VASCO Data Security International  12,191 a  99,479 
Virtusa  6,840 a  112,381 
Websense  18,173 a  273,322 
XO Group  15,810 a  147,033 
      14,968,476 
Technology Hardware &       
   Equipment—6.8%       
3D Systems  19,342 a,b  1,031,896 
Agilysys  10,199 a  85,366 
Anixter International  12,245   783,435 
Arris Group  50,343 a  752,124 
Avid Technology  14,731 a  111,661 
Badger Meter  6,473   306,885 

 

24



Common Stocks (continued)  Shares   Value ($) 
Technology Hardware &       
Equipment (continued)       
Bel Fuse, Cl. B  4,678   91,455 
Benchmark Electronics  25,338 a  421,118 
Black Box  7,708   187,613 
Checkpoint Systems  14,398 a  154,635 
Cognex  17,470   643,245 
Coherent  10,014   506,909 
Comtech Telecommunications  9,632   244,460 
CTS  14,660   155,836 
Daktronics  14,113   156,231 
Digi International  13,128 a  124,322 
DTS  8,106 a  135,370 
Electro Scientific Industries  11,200   111,440 
Electronics for Imaging  19,500 a  370,305 
FARO Technologies  6,266 a  223,571 
FEI  16,348   906,660 
Harmonic  53,499 a  271,240 
Insight Enterprises  21,355 a  370,936 
Intermec  21,561 a  212,591 
Ixia  19,354 a  328,631 
Littelfuse  9,468   584,270 
Measurement Specialties  4,603 a  158,159 
Mercury Systems  11,555 a  106,306 
Methode Electronics  10,789   108,214 
MTS Systems  7,380   375,863 
NETGEAR  15,402 a  607,147 
Newport  14,213 a  191,165 
Oplink Communications  10,378 a  161,689 
OSI Systems  7,248 a  464,162 
Park Electrochemical  7,368   189,579 
PC-Tel  8,368   60,250 
Plexus  16,339 a  421,546 
Procera Networks  8,172 a  151,591 
Radisys  9,525 a  28,384 
Rofin-Sinar Technologies  10,775 a  233,602 

 

The Fund 25



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Technology Hardware & Equipment (continued)         
Rogers  5,441 a  270,200 
ScanSource  10,093 a 320,655 
Super Micro Computer  10,040 a,b 102,408 
Symmetricom  21,753 a 125,515 
Synaptics  14,694 a,b 440,379 
SYNNEX  13,017 a 447,524 
TTM Technologies  20,468 a 188,306 
ViaSat  15,958 a,b 620,766 
        15,045,615 
Telecommunication Services—.6%         
Atlantic Tele-Network  5,718      209,908 
Cbeyond  13,103 a 118,451 
Cincinnati Bell  76,418  a   418,771 
General Communication, Cl. A  14,726  a   141,222 
Lumos Networks  6,033      60,451 
Neutral Tandem  17,585      45,193 
NTELOS Holdings  11,339 b 148,654 
USA Mobility  11,189      130,688 
        1,273,338 
Transportation—1.6%         
Allegiant Travel  6,709      492,508 
Arkansas Best  9,749      93,103 
Forward Air  13,988      489,720 
Heartland Express  19,901      260,106 
Hub Group, Cl. A  14,563 a 489,317 
Knight Transportation  22,400      327,712 
Old Dominion Freight Line  30,469  a   1,044,477 
SkyWest  20,753      258,582 
        3,455,525 

 

26



  Common Stocks (continued)  Shares   Value ($) 
  Utilities—3.8%       
  Allete  15,018   615,438 
  American States Water  9,439   452,883 
  Avista  24,759   596,939 
  CH Energy Group  7,176   468,019 
  El Paso Electric  18,625   594,324 
  Laclede Group  9,500   366,795 
  New Jersey Resources  15,926   630,988 
  Northwest Natural Gas  10,922   482,752 
  NorthWestern  16,906   587,145 
  Piedmont Natural Gas  28,250 b  884,507 
  South Jersey Industries  11,855   596,662 
  Southwest Gas  18,360   778,648 
  UIL Holdings  19,996   716,057 
  UNS Energy  15,730   667,267 
        8,438,424 
  Total Common Stocks       
  (cost $166,799,410)      216,785,474 
    Principal    
Short-Term Investments—.1%  Amount ($)   Value ($) 
  U.S. Treasury Bills;       
  0.03%, 3/14/13       
  (cost $204,988)  205,000 d  204,987 
 
  Other Investment—1.1%  Shares   Value ($) 
  Registered       
  Investment Company;       
  Dreyfus Institutional Preferred       
  Plus Money Market Fund       
  (cost $2,521,198)  2,521,198 e  2,521,198 

 

The Fund 27



STATEMENT OF INVESTMENTS (continued)

Investment of Cash Collateral         
for Securities Loaned—9.5%  Shares   Value ($)  
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Fund         
(cost $20,789,808)  20,789,808 e  20,789,808  
Total Investments (cost $190,315,404)  109.4 %  240,301,467  
Liabilities, Less Cash and Receivables  (9.4 %)  (20,731,030 ) 
Net Assets  100.0 %  219,570,437  

 

a Non-income producing security.
b Security, or portion thereof, on loan.At December 31, 2012, the value of the fund’s securities on loan was
$20,711,718 and the value of the collateral held by the fund was $20,789,808.
c Investment in real estate investment trust.
d Held by or on behalf of a counterparty for open financial futures positions.
e Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Short-Term/    Commercial & Professional Services  4.0 
Money Market Investments  10.7  Utilities  3.8 
Capital Goods  10.6  Pharmaceuticals,   
Real Estate  8.6  Biotech & Life Sciences  3.2 
Health Care Equipment & Services  7.2  Diversified Financials  2.6 
Banks  7.0  Food, Beverage & Tobacco  2.5 
Software & Services  6.8  Insurance  2.2 
Technology Hardware & Equipment  6.8  Transportation  1.6 
Materials  6.4  Media  .7 
Retailing  5.2  Food & Staples Retailing  .6 
Consumer Durables & Apparel  4.6  Household & Personal Products  .6 
Semiconductors &    Telecommunication Services  .6 
Semiconductor Equipment  4.5  Automobiles & Components  .4 
Consumer Services  4.1     
Energy  4.1    109.4 
 
† Based on net assets.       
See notes to financial statements.       

 

28



STATEMENT OF FINANCIAL FUTURES

December 31, 2012

    Market Value    Unrealized  
    Covered by    Appreciation  
  Contracts  Contracts ($)  Expiration  at 12/31/2012 ($) 
Financial Futures Long           
Russell 2000 E-mini  38  3,217,080  March 2013  60,052  
 
See notes to financial statements.           

 

The Fund 29



STATEMENT OF ASSETS AND LIABILITIES

December 31, 2012

  Cost  Value  
Assets ($):       
Investments in securities—See Statement of Investments (including       
securities on loan, valued at $20,711,718)—Note 1(b):       
Unaffiliated issuers  167,004,398  216,990,461  
Affiliated issuers  23,311,006  23,311,006  
Cash    205,004  
Dividends and securities lending income receivable—Note 1(b)    175,261  
Receivable for futures variation margin—Note 4    81,772  
Receivable for investment securities sold    30,197  
    240,793,701  
Liabilities ($):       
Due to The Dreyfus Corporation and affiliates—Note 3(b)    108,363  
Liability for securities on loan—Note 1(b)    20,789,808  
Payable for investment securities purchased    265,076  
Payable for shares of Beneficial Interest redeemed    60,017  
    21,223,264  
Net Assets ($)    219,570,437  
Composition of Net Assets ($):       
Paid-in capital    171,417,951  
Accumulated undistributed investment income—net    2,838,795  
Accumulated net realized gain (loss) on investments    (4,732,424 ) 
Accumulated net unrealized appreciation (depreciation)       
on investments (including $60,052 net unrealized       
appreciation on financial futures)    50,046,115  
Net Assets ($)    219,570,437  
Shares Outstanding       
(unlimited number of $.001 par value shares of Beneficial Interest authorized)  16,192,381  
Net Asset Value, offering and redemption price per share ($)    13.56  
 
See notes to financial statements.       

 

30



STATEMENT OF OPERATIONS

Year Ended December 31, 2012

Investment Income ($):     
Income:     
Cash dividends:     
Unaffiliated issuers  3,814,243  
Affiliated issuers  1,877  
Income from securities lending—Note 1(b)  227,910  
Interest  132  
Total Income  4,044,162  
Expenses:     
Management fee—Note 3(a)  737,928  
Distribution fees—Note 3(b)  527,091  
Trustees’ fees—Note 3(a,c)  5,945  
Loan commitment fees—Note 2  1,945  
Interest expense—Note 2  291  
Total Expenses  1,273,200  
Less—Trustees’ fees reimbursed by the Manager—Note 3(a)  (5,945 ) 
Net Expenses  1,267,255  
Investment Income—Net  2,776,907  
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments  3,037,138  
Net realized gain (loss) on financial futures  249,039  
Net Realized Gain (Loss)  3,286,177  
Net unrealized appreciation (depreciation) on investments  24,228,723  
Net unrealized appreciation (depreciation) on financial futures  (1,540 ) 
Net Unrealized Appreciation (Depreciation)  24,227,183  
Net Realized and Unrealized Gain (Loss) on Investments  27,513,360  
Net Increase in Net Assets Resulting from Operations  30,290,267  
 
See notes to financial statements.     

 

The Fund 31



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended December 31,  
  2012   2011  
Operations ($):         
Investment income—net  2,776,907   982,465  
Net realized gain (loss) on investments  3,286,177   8,367,077  
Net unrealized appreciation         
(depreciation) on investments  24,227,183   (7,804,459 ) 
Net Increase (Decrease) in Net Assets         
Resulting from Operations  30,290,267   1,545,083  
Dividends to Shareholders from ($):         
Investment income—net  (958,185 )  (1,073,675 ) 
Net realized gain on investments  (7,433,736 )  (429,470 ) 
Total Dividends  (8,391,921 )  (1,503,145 ) 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold  39,544,343   62,859,669  
Dividends reinvested  8,391,921   1,503,145  
Cost of shares redeemed  (46,693,164 )  (45,699,786 ) 
Increase (Decrease) in Net Assets from         
Beneficial Interest Transactions  1,243,100   18,663,028  
Total Increase (Decrease) in Net Assets  23,141,446   18,704,966  
Net Assets ($):         
Beginning of Period  196,428,991   177,724,025  
End of Period  219,570,437   196,428,991  
Undistributed investment income—net  2,838,795   1,020,073  
Capital Share Transactions (Shares):         
Shares sold  3,046,484   5,252,140  
Shares issued for dividends reinvested  637,200   116,073  
Shares redeemed  (3,637,522 )  (3,783,869 ) 
Net Increase (Decrease) in Shares Outstanding  46,162   1,584,344  
 
See notes to financial statements.         

 

32



FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.The fund’s total returns do not refect expenses associated with variable annuity or insurance contracts. These figures have been derived from the fund’s financial statements.

      Year Ended December 31,      
  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  12.17   12.20   9.75   10.36   17.64  
Investment Operations:                     
Investment income—neta  .17   .07   .08   .06   .12  
Net realized and unrealized                     
gain (loss) on investments  1.73   .01   2.43   1.42   (4.95 ) 
Total from Investment Operations  1.90   .08   2.51   1.48   (4.83 ) 
Distributions:                     
Dividends from investment income—net  (.06 )  (.08 )  (.06 )  (.27 )  (.13 ) 
Dividends from net realized                     
gain on investments  (.45 )  (.03 )    (1.82 )  (2.32 ) 
Total Distributions  (.51 )  (.11 )  (.06 )  (2.09 )  (2.45 ) 
Net asset value, end of period  13.56   12.17   12.20   9.75   10.36  
Total Return (%)  15.74   .56   25.83   25.03   (30.91 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .60   .60   .60   .60   .60  
Ratio of net expenses                     
to average net assets  .60   .60   .60   .60   .60  
Ratio of net investment income                     
to average net assets  1.32   .54   .75   .76   .85  
Portfolio Turnover Rate  13.66   22.23   32.85   28.18   35.95  
Net Assets, end of period ($ x 1,000)  219,570   196,429   177,724   127,172   106,831  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

The Fund 33



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Investment Portfolios (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open end management investment company, operating as a series company currently offering four series, including the Small Cap Stock Index Portfolio (the “fund”).The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies.The fund is a diversified series.The fund’s investment objective is to match the performance of the Standard

& Poor’s® SmallCap 600 Index. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold without a sales charge.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications.The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

34



(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities

The Fund 35



NOTES TO FINANCIAL STATEMENTS (continued)

are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 of the fair value hierarchy.

U.S. Treasury Bills are valued at the mean price between quoted bid prices and asked prices by an independent pricing service (the “Service”) approved by the Company’s Board of Trustees (the “Board”).These securities are generally categorized within Level 2 of the fair value hierarchy.

The Service’s procedures are reviewed by Dreyfus under the general supervision of the Board.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when

36



fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 depending on the relevant inputs used.

For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.

Financial futures, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market on each business day.These securities are generally categorized within Level 1 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2012 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  216,785,474      216,785,474 
Mutual Funds  23,311,006      23,311,006 
U.S. Treasury    204,987    204,987 
Other Financial         
Instruments:         
Financial Futures††  60,052      60,052 

 

  See Statement of Investments for additional detailed categorizations. 
††  Amount shown represents unrealized appreciation at period end. 

 

At December 31, 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.

The Fund 37



NOTES TO FINANCIAL STATEMENTS (continued)

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended December 31, 2012, The Bank of New York Mellon earned $75,970 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act. Investments in affiliated investment companies for the period ended December 31, 2012 were as follows:

Affiliated               
Investment  Value       Value   Net 
Company  12/31/2011 ($)  Purchases ($)  Sales ($)  12/31/2012 ($)  Assets (%) 
Dreyfus               
Institutional               
Preferred               
Plus Money               
Market               
Fund  2,749,708   38,219,634  38,448,144  2,521,198   1.1 

 

38



Affiliated               
Investment  Value       Value   Net 
Company  12/31/2011 ($)  Purchases ($)  Sales ($)  12/31/2012 ($)  Assets (%) 
Dreyfus               
Institutional               
Cash               
Advantage               
Fund  31,833,524   74,622,459  85,666,175  20,789,808   9.5 
Total  34,583,232 112,842,093 124,114,319  23,311,006 10.6

 

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended December 31, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended December 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.

The Fund 39



NOTES TO FINANCIAL STATEMENTS (continued)

At December 31, 2012, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $3,601,375, undistributed capital gains $2,635,360 and unrealized appreciation $41,874,386.

The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2012 and December 31, 2011 were as follows: ordinary income $2,070,862 and $1,073,675 and long-term capital gains $6,321,059 and $429,470, respectively.

(f) New Accounting Pronouncement: In December 2011, FASB issued Accounting Standards Update No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). These disclosure requirements are intended to help investors and other financial statement users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position.They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition,ASU 2011-11 facilitates comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU 2011-11 requires entities to: disclose both gross and net information about both instruments and transactions eligible for offset in the financial statements; and disclose instruments and transactions subject to an agreement similar to a master netting agreement. ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods.At this time, management is evaluating the implications of ASU 2011-11 and its impact on the fund’s financial statement disclosures.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions.

40



Prior to October 10, 2012, the unsecured credit facility with Citibank, N.A., was $225 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended December 31, 2012 was approximately $23,500 with a related weighted average annualized interest rate of 1.24%.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Manager, the management fee is computed at the annual rate of .35% of the value of the fund’s average daily net assets and is payable monthly. Under the terms of the Agreement, the Manager has agreed to pay all of the expenses of the fund (excluding management fees, Rule 12b-1 Distribution Plan fees, taxes, interest expense, brokerage commissions, commitment fees on borrowings, trustees fees, fees and expenses of independent counsel to the fund and the non-interested Board members, and extraordinary expenses). In addition, the Manager has also agreed to reduce its fee in an amount equal to the fund’s allocated portion of the accrued fees and expenses of non-interested Board members and fees and expenses of independent counsel to the fund. During the period ended December 31, 2012, fees reimbursed by the Manager amounted to $5,945.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, the fund pays the Distributor for distributing its shares, for servicing and/or maintaining shareholder accounts and for advertising and marketing.The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the fund’s average daily net assets. The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable

The Fund 41



NOTES TO FINANCIAL STATEMENTS (continued)

under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2012, the fund was charged $527,091 pursuant to the Distribution Plan.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $63,643 and Distribution Plan fees $45,459, which are offset against an expense reimbursement currently in effect in the amount of $739.

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and financial futures, during the period ended December 31, 2012, amounted to $28,467,098 and $32,598,549, respectively.

Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended December 31, 2012 is discussed below.

Financial Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in financial futures in order to manage its exposure to or protect against changes in the market. A financial futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents.The amount of these deposits is determined by

42



the exchange or Board of Trade on which the contract is traded and is subject to change.Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations.When the contracts are closed, the fund recognizes a realized gain or loss which is reflected in the Statement of Operations.There is minimal counterparty credit risk to the fund with financial futures since they are exchange traded, and the exchange’s clearinghouse guarantees the financial futures against default. Financial futures open at December 31, 2012 are set forth in the Statement of Financial Futures.

The following summarizes the average market value of derivatives outstanding during the period ended December 31, 2012:

  Average Market Value ($) 
Equity financial futures  2,629,252 

 

At December 31, 2012, the cost of investments for federal income tax purposes was $198,427,081; accordingly, accumulated net unrealized appreciation on investments was $41,874,386, consisting of $60,402,275 gross unrealized appreciation and $18,527,889 gross unrealized depreciation.

The Fund 43



REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio

We have audited the accompanying statement of assets and liabilities, including the statements of investments and financial futures, of Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio (one of the series comprising Dreyfus Investment Portfolios) as of December 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Investment Portfolios, Small Cap Stock Index Portfolio at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
February 13, 2013

44



IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of the ordinary dividends paid during the fiscal year ended December 31, 2012 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2013 of the percentage applicable to the preparation of their 2012 income tax returns.Also, the fund hereby reports $.0677 per share as a short-term capital gain distribution paid and also reports $.3846 per share as a long-term capital gain distribution paid on March 28, 2012.

The Fund 45



PROXY RESULTS (Unaudited)

The Company held a special meeting of shareholders on August 3, 2012.The proposal considered at the meeting, and the results, are as follows:

    Shares   
  Votes For    Authority Withheld 
To elect additional Board Members:       
Gordon J. Davis  40,383,221    1,880,340 
Nathan Leventhal  40,484,976    1,778,585 
Benaree Pratt Wiley  40,471,151    1,792,410 

 

Each of the above Board Members were duly elected by shareholders at the fund’s August 3, 2012 shareholder meeting.
Nathan Leventhal and Benaree Pratt Wiley were existing Board Members previously having been elected by the fund’s
Board. In addition, Clifford L.Alexander, Jr., Joseph S. DiMartino,Whitney I. Gerard and George L. Perry continue
as Board Members of the Company.

46



INFORMATION ABOUT THE RENEWAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 18 and 19, 2012, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information previously provided to them in presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and Dreyfus representatives confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures.

The Fund 47



INFORMATION ABOUT THE RENEWAL OF THE FUND’S

MANAGEMENT AGREEMENT (Unaudited) (continued)

The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2012, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance variously was above, at and below the Performance Group median and above the Performance Universe median for all periods, ranking in the first quartile of the Performance Universe for five out of the six periods. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. Taking

48



into account the fund’s “unitary” fee structure, the Board noted that the fund’s contractual management fee was below the Expense Group median, the fund’s actual management fee was below the Expense Group and Expense Universe medians and the fund’s total expenses were above the Expense Group and Expense Universe medians.

Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Dreyfus-affiliated primary employer of the fund’s primary portfolio manager(s) for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors, noting the fund’s “unitary” fee structure.The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

The Fund 49



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

The Board’s counsel stated that the Board should consider the profitability analysis (1) as part of the evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level.The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board generally was satisfied with the fund’s performance.

  • The Board concluded that the fee paid to Dreyfus was reasonable in light of the considerations described above.

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

50



In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined that renewal of the Agreement was in the best interests of the fund and its shareholders.

The Fund 51



BOARD MEMBERS INFORMATION (Unaudited)


52




The Fund 53



OFFICERS OF THE FUND (Unaudited)


54




The Fund 55



NOTES





For More Information


 


© 2013 MBSC Securities Corporation 

 


Dreyfus

Investment Portfolios,

Technology Growth

Portfolio

ANNUAL REPORT December 31, 2012




The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



  Contents 
 
  THE FUND 
2  A Letter from the President 
3  Discussion of Fund Performance 
6  Fund Performance 
8  Understanding Your Fund’s Expenses 
8  Comparing Your Fund’s Expenses 
With Those of Other Funds
9  Statement of Investments 
12  Statement of Assets and Liabilities 
13  Statement of Operations 
14  Statement of Changes in Net Assets 
15  Financial Highlights 
17  Notes to Financial Statements 
26  Report of Independent Registered 
  Public Accounting Firm 
27  Proxy Results 
28  Information About the Renewal of the 
  Fund’s Management Agreement 
33  Board Members Information 
35  Officers of the Fund 
 
FOR MORE INFORMATION

  Back Cover 

 



Dreyfus Investment Portfolios,
Technology Growth Portfolio

The Fund

A LETTER FROM THE PRESIDENT

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Investment Portfolios, Technology Growth Portfolio, covering the 12-month period from January 1, 2012, through December 31, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In retrospect, 2012 was notable for the global equity markets’ resilience in the face of some tough macroeconomic challenges. Worries regarding sluggish employment growth, weak housing markets and Congressional gridlock weighed on investor sentiment in the United States at times during the year, yet U.S. stocks posted respectable gains, on average.An ongoing debt crisis led to recessionary conditions in Europe, particularly for some of the continent’s more peripheral nations, but aggressive actions from monetary policymakers helped some European stock markets produce double-digit returns.While China’s economy slowed in response to inflation-fighting measures, officials there appeared to have engineered a “soft landing,” and Chinese stocks generally ended the year with positive absolute returns.

We currently expect the U.S. and global economies to be modestly stronger in 2013, especially during the second half of the year.The global economy seems likely to benefit from Europe’s ongoing efforts to support its banking system and common currency, and by China’s moves toward more stimulative fiscal policies under new government leadership. In the United States, greater certainty regarding U.S. tax and fiscal policies, the resumption of postponed spending by businesses, and a continued housing recovery could support modestly higher rates of economic growth.We encourage you to discuss the implications of our economic analysis with your financial advisor, who can help you align your investments with the year’s challenges and opportunities.

Thank you for your continued confidence and support.

Sincerely,


J. Charles Cardona
President
The Dreyfus Corporation
January 15, 2013

2



DISCUSSION OF FUND PERFORMANCE

For the period of January 1, 2012, through December 31, 2012, as provided by Barry K. Mills, CFA, Portfolio Manager

Fund and Market Performance Overview

For the 12-month period ended December 31, 2012, Dreyfus Investment Portfolios, Technology Growth Portfolio’s Initial shares produced a total return of 15.62%, and its Service shares produced a total return of 15.35%.1 The fund’s benchmarks, the Morgan Stanley High Technology 35 Index (“MS High Tech 35 Index”) and the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index”), produced total returns of 18.18% and 15.99%, respectively, over the same period.2,3

Although improving economic fundamentals generally boosted stock prices in 2012, the information technology sector exceeded broader market averages due to gains among companies at the forefront of major technological trends. The fund produced lower results than the MS High Tech 35 Index, mainly due to its lack of exposure to some of the sector’s top performers.

The Fund’s Investment Approach

The fund seeks capital appreciation.To pursue its goal the fund normally invests at least 80% of its net assets in the stocks of growth companies of any size that Dreyfus believes to be leading producers or beneficiaries of technological innovation. In choosing stocks, the fund looks for technology companies with the potential for strong earnings or revenue growth rates, although some of the fund’s investments may currently be experiencing losses. The fund’s investment process centers on a multi-dimensional approach that looks for opportunities across emerging growth, cyclical or stable growth companies. The fund’s investment approach seeks companies that appear to have strong earnings momentum, positive earnings revisions, favorable growth, product or market cycles and/or favorable valuations.

Fundamentals Improved Amid Waning Economic Concerns

The year 2012 got off to a good start, as investors responded positively to strong corporate earnings reports, domestic employment gains, a quantitative easing program in Europe, and less restrictive monetary and fiscal policies in China.Although investor

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

sentiment turned more cautious during the spring when the U.S. labor market’s rebound slowed and concerns in Europe resurfaced, stocks generally rebounded over the summer amid more encouraging economic news, including a short drop in the U.S. unemployment rate. They lost ground again in November as worries mounted over automatic tax hikes and spending cuts scheduled for the start of 2013. Nevertheless, continued corporate earnings strength and signs of an improving U.S. housing market enabled equity markets to resume their rally as the year came to a close.

Although information technology stocks participated more than fully in the broader market’s gains, on average, a closer look reveals mixed results within the sector. Substantial gains among companies engaged in the secular trends of cloud computing, server virtualization, data management, and mobile computing were partly offset by weakness among companies with exposure to dwindling sales of personal computers. In addition, some wireless handset manufacturers stumbled when they proved unable to create competitive products for a rapidly changing smartphone market.

Focus on Positive Secular Trends

An emphasis on companies that we regarded as beneficiaries of positive trends in the technology industry helped bolster the fund’s performance in 2012. However, lack of exposure to some of the year’s top performers in other areas—most notably online retailer eBay and enterprise software developer SAP—dampened results compared to the MS High Tech 35 Index.

The fund achieved better results through underweighted positions in some of the sector’s weaker areas, particularly makers of personal computers and companies that contribute to the industry’s supply chain. Lack of exposure to PC-related companies such as Hewlett-Packard, Intel, and NVIDIA proved beneficial to performance. Instead, the fund focused on companies at the forefront of cloud and mobile computing. For example, despite a swoon late in the year, electronics innovator Apple gained substantial value in 2012 when it attracted more consumers to its tablets and smart-phones. Software-as-a-service specialist salesforce.com advanced as it demonstrated the value of cloud computing for customers’ sales management efforts. Software solutions provider Red Hat showed leadership in open source technologies. Internet content delivery specialist Akamai Technologies recovered from a shaky start to the year as more companies added streaming video to their online capabilities.

4



In addition to disappointments related to stocks the fund did not hold, relative performance was undermined by unfortunate timing in the purchase and sale of hard drive maker Seagate Technology. In addition, videogame producer Electronic Arts suffered after a disappointing product launch, and data integration company Informatica missed quarterly earnings targets due to problems in its European operations.

Capital Spending May Rise

While we remain concerned regarding sluggish U.S. economic growth and continued turmoil in Europe, we believe that the positive, secular technology trends that helped drive the fund’s gains over the reporting period remain intact. In addition, we expect business spending on technology to accelerate in 2013, potentially benefiting companies with productivity-enhancing products and services.We have continued to find relatively few opportunities among companies selling legacy technologies.

January 15, 2013

Please note, the position in any security highlighted with italicized typeface was sold during the reporting period. The technology sector has been among the most volatile sectors of the stock market.Technology companies involve greater risk because their revenue and/or earnings tend to be less predictable and some companies may be experiencing significant losses.

Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts issued by insurance companies. Individuals may not purchase shares of the fund directly.A variable annuity is an insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis for retirement or other long-term goals.

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future
results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less
than their original cost.The fund’s performance does not reflect the deduction of additional charges and expenses
imposed in connection with investing in variable insurance contracts, which will reduce returns.
2 SOURCE: BLOOMBERG L.P. — Reflects reinvestment of net dividends and, where applicable, capital gain
distributions.The Morgan Stanley High Technology 35 Index is an unmanaged, equal dollar-weighted index of 35
stocks from the electronics-based subsectors. Investors cannot invest directly in any index.
3 SOURCE: LIPPER INC. — Reflects monthly reinvestment of dividends and, where applicable, capital gain
distributions.The Standard & Poor’s 500® Composite Stock Price Index is a widely accepted, unmanaged index of
U.S. stock market performance. Investors cannot invest directly in any index.

The Fund 5




Comparison of change in value of $10,000 investment in Dreyfus Investment Portfolios, Technology Growth Portfolio Initial shares and Service shares with the Standard & Poor’s 500 Composite Stock Price Index and the Morgan Stanley High Technology 35 Index

Average Annual Total Returns as of 12/31/12             
  1 Year   5 Years   10 Years  
Initial shares  15.62 %  5.14 %  9.24 % 
Service shares  15.35 %  4.88 %  8.97 % 
Standard & Poor’s 500             
Composite Stock Price Index  15.99 %  1.66 %  7.10 % 
Morgan Stanley High Technology 35 Index  18.18 %  3.06 %  9.91 % 

 

  Source: Lipper Inc. 
††  Source: Bloomberg L.P. 

 

Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not
reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection
with investing in variable insurance contracts which will reduce returns.
The above graph compares a $10,000 investment made in Initial and Service shares of Dreyfus Investment Portfolios,
Technology Growth Portfolio on 12/31/02 to a $10,000 investment made in the Morgan Stanley High Technology 35
Index (the “MS High Tech 35 Index”) and the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500
Index”) on that date.

6



The fund’s Initial shares are not subject to a Rule 12b-1 fee.The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee.All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account all applicable fund fees and expenses for Initial and Service shares.The MS High Tech 35 Index is an unmanaged, equal dollar-weighted index of 35 stocks from the electronics-based subsectors.The S&P 500 Index is a widely accepted, unmanaged index of U.S. stock market performance. Unlike a mutual fund, the indices are not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

The Fund 7



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Investment Portfolios, Technology Growth Portfolio from July 1, 2012 to December 31, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.26  $ 5.54 
Ending value (after expenses)  $ 1,040.60  $ 1,039.40 

 

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2012

    Initial Shares    Service Shares 
Expenses paid per $1,000  $ 4.22  $ 5.48 
Ending value (after expenses)  $ 1,020.96  $ 1,019.71 

 

Expenses are equal to the fund’s annualized expense ratio of .83% for Initial Shares and 1.08% for Service Shares,
multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

8



STATEMENT OF INVESTMENTS

December 31, 2012

Common Stocks—98.8%  Shares   Value ($) 
Application Software—8.5%       
Citrix Systems  68,360 a  4,494,670 
Informatica  125,341 a  3,800,339 
salesforce.com  72,140 a  12,126,734 
      20,421,743 
Communications Equipment—12.9%       
Ciena  584,080 a,b  9,170,056 
F5 Networks  74,240 a  7,212,416 
Palo Alto Networks  100,080 b  5,356,282 
QUALCOMM  148,730   9,224,235 
      30,962,989 
Computer Hardware—3.4%       
Apple  15,381   8,198,534 
Computer Storage & Peripherals—2.4%       
SanDisk  130,230 a  5,672,819 
Consumer Electronics—1.8%       
Garmin  108,560 b  4,431,419 
Data Processing &       
    Outsourced Services—4.3%       
MasterCard, Cl. A  11,770   5,782,366 
Paychex  144,870 b  4,511,252 
      10,293,618 
Electronic Components—5.9%       
Amphenol, Cl. A  86,370   5,588,139 
Xilinx  239,040   8,581,536 
      14,169,675 
Internet Retail—7.2%       
Amazon.com  47,330 a  11,886,456 
priceline.com  8,890 a  5,522,468 
      17,408,924 

 

The Fund 9



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Internet Software & Services—15.0%         
Akamai Technologies  335,720  a   13,734,305 
Google, Cl. A      13,850 a 9,824,774 
LinkedIn, Cl. A  107,230  a   12,312,149 
        35,871,228 
IT Consulting & Other Services—6.1%         
Cognizant Technology Solutions, Cl. A  114,795  a   8,500,569 
Teradata    99,100 a 6,133,299 
        14,633,868 
Semiconductors—21.6%         
Analog Devices  241,050      10,138,563 
Avago Technologies  239,940      7,596,500 
Broadcom, Cl. A    255,630 a 8,489,472 
Skyworks Solutions    375,370 a 7,620,011 
Taiwan Semiconductor         
Manufacturing, ADR  498,600      8,555,976 
Texas Instruments  303,440      9,388,434 
        51,788,956 
Systems Software—9.7%         
Oracle  282,703      9,419,664 
Red Hat    113,960 a  6,035,322 
VMware, Cl. A      82,450 a 7,761,843 
        23,216,829 
Total Common Stocks         
(cost $202,542,503)        237,070,602 
 
Other Investment—1.3%         
Registered Investment Company;         
Dreyfus Institutional Preferred         
Plus Money Market Fund         
(cost $3,054,491)    3,054,491 c 3,054,491 

 

10



Investment of Cash Collateral         
for Securities Loaned—6.4%  Shares   Value ($)  
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Fund         
(cost $15,302,500)  15,302,500 c  15,302,500  
Total Investments (cost $220,899,494)  106.5 %  255,427,593  
Liabilities, Less Cash and Receivables  (6.5 %)  (15,666,259 ) 
Net Assets  100.0 %  239,761,334  

 

ADR—American Depository Receipts

a Non-income producing security.
b Security, or portion thereof, on loan.At December 31, 2012, the value of the fund’s securities on loan was
$15,212,220 and the value of the collateral held by the fund was $15,302,500.
c Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Semiconductors  21.6  IT Consulting & Other Services  6.1 
Internet Software & Services  15.0  Electronic Components  5.9 
Communications Equipment  12.9  Data Processing & Outsourced Services  4.3 
Systems Software  9.7  Computer Hardware  3.4 
Application Software  8.5  Computer Storage & Peripherals  2.4 
Money Market Investments  7.7  Consumer Electronics  1.8 
Internet Retail  7.2    106.5 
 
† Based on net assets.       
See notes to financial statements.       

 

The Fund 11



STATEMENT OF ASSETS AND LIABILITIES

December 31, 2012

  Cost  Value  
Assets ($):       
Investments in securities—See Statement of Investments (including       
securities on loan, valued at $15,212,220)—Note 1(b):       
Unaffiliated issuers  202,542,503  237,070,602  
Affiliated issuers  18,356,991  18,356,991  
Cash    230,772  
Dividends and securities lending income receivable    21,786  
Prepaid expenses    63,071  
    255,743,222  
Liabilities ($):       
Due to The Dreyfus Corporation and affiliates—Note 3(b)    196,940  
Liability for securities on loan—Note 1(b)    15,302,500  
Payable for shares of Beneficial Interest redeemed    448,643  
Accrued expenses    33,805  
    15,981,888  
Net Assets ($)    239,761,334  
Composition of Net Assets ($):       
Paid-in capital    221,472,529  
Accumulated net realized gain (loss) on investments    (16,239,294 ) 
Accumulated net unrealized appreciation       
(depreciation) on investments    34,528,099  
Net Assets ($)    239,761,334  
 
 
Net Asset Value Per Share       
  Initial Shares  Service Shares  
Net Assets ($)  79,352,805  160,408,529  
Shares Outstanding  5,733,774  11,923,606  
Net Asset Value Per Share ($)  13.84  13.45  
 
See notes to financial statements.       

 

12



STATEMENT OF OPERATIONS     
Year Ended December 31, 2012     
 
 
 
 
Investment Income ($):     
Income:     
Cash dividends (net of $48,324 foreign taxes withheld at source):     
    Unaffiliated issuers  1,956,367  
Affiliated issuers  9,892  
Income from securities lending—Note 1(b)  48,691  
Total Income  2,014,950  
Expenses:     
Management fee—Note 3(a)  1,760,014  
Distribution fees—Note 3(b)  379,184  
Professional fees  75,361  
Prospectus and shareholders’ reports  55,283  
Custodian fees—Note 3(b)  17,056  
Trustees’ fees and expenses—Note 3(c)  8,728  
Shareholder servicing costs—Note 3(b)  3,499  
Loan commitment fees—Note 2  3,187  
Miscellaneous  19,656  
Total Expenses  2,321,968  
Less—reduction in fees due to earnings credits—Note 3(b)  (4 ) 
Net Expenses  2,321,964  
Investment (Loss)—Net  (307,014 ) 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):     
Net realized gain (loss) on investments  14,160,108  
Net unrealized appreciation (depreciation) on investments  16,843,108  
Net Realized and Unrealized Gain (Loss) on Investments  31,003,216  
Net Increase in Net Assets Resulting from Operations  30,696,202  
 
See notes to financial statements.     

 

The Fund 13



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended December 31,  
  2012   2011  
Operations ($):         
Investment (loss)—net  (307,014 )  (932,927 ) 
Net realized gain (loss) on investments  14,160,108   10,066,680  
Net unrealized appreciation         
(depreciation) on investments  16,843,108   (27,944,303 ) 
Net Increase (Decrease) in Net Assets         
Resulting from Operations  30,696,202   (18,810,550 ) 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Initial Shares  9,748,204   10,719,132  
Service Shares  37,102,127   34,172,366  
Cost of shares redeemed:         
Initial Shares  (16,867,505 )  (21,000,679 ) 
Service Shares  (20,852,628 )  (42,189,252 ) 
Increase (Decrease) in Net Assets from         
Beneficial Interest Transactions  9,130,198   (18,298,433 ) 
Total Increase (Decrease) in Net Assets  39,826,400   (37,108,983 ) 
Net Assets ($):         
Beginning of Period  199,934,934   237,043,917  
End of Period  239,761,334   199,934,934  
Capital Share Transactions (Shares):         
Initial Shares         
Shares sold  726,742   831,404  
Shares redeemed  (1,253,988 )  (1,643,642 ) 
Net Increase (Decrease) in Shares Outstanding  (527,246 )  (812,238 ) 
Service Shares         
Shares sold  2,804,136   2,677,951  
Shares redeemed  (1,599,229 )  (3,414,028 ) 
Net Increase (Decrease) in Shares Outstanding  1,204,907   (736,077 ) 
 
See notes to financial statements.         

 

14



FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated.All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts.These figures have been derived from the fund’s financial statements.

      Year Ended December 31,      
Initial Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  11.97   12.98   9.99   6.37   10.83  
Investment Operations:                     
Investment income (loss)—neta  .00 b  (.03 )  (.03 )  (.01 )  .03  
Net realized and unrealized                     
gain (loss) on investments  1.87   (.98 )  3.02   3.67   (4.49 ) 
Total from Investment Operations  1.87   (1.01 )  2.99   3.66   (4.46 ) 
Distributions:                     
Dividends from investment income—net        (.04 )   
Net asset value, end of period  13.84   11.97   12.98   9.99   6.37  
Total Return (%)  15.62   (7.78 )  29.93   57.67   (41.18 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  .83   .83   .81   .86   .85  
Ratio of net expenses                     
to average net assets  .83   .83   .81   .75   .65  
Ratio of net investment income                     
(loss) to average net assets  .03   (.25 )  (.33 )  (.15 )  .39  
Portfolio Turnover Rate  52.00   79.60   103.90   141.37   118.50  
Net Assets, end of period ($ x 1,000)  79,353   74,929   91,806   73,422   45,890  

 

a Based on average shares outstanding at each month end.
b Amount represents less than $.01 per share.

See notes to financial statements.

The Fund 15



FINANCIAL HIGHLIGHTS (continued)

      Year Ended December 31,      
Service Shares  2012   2011   2010   2009   2008  
Per Share Data ($):                     
Net asset value, beginning of period  11.66   12.68   9.78   6.24   10.62  
Investment Operations:                     
Investment income (loss)—neta  (.03 )  (.06 )  (.06 )  (.03 )  .01  
Net realized and unrealized                     
gain (loss) on investments  1.82   (.96 )  2.96   3.58   (4.39 ) 
Total from Investment Operations  1.79   (1.02 )  2.90   3.55   (4.38 ) 
Distributions:                     
Dividends from investment income—net        (.01 )   
Net asset value, end of period  13.45   11.66   12.68   9.78   6.24  
Total Return (%)  15.35   (8.05 )  29.65   57.07   (41.24 ) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets  1.08   1.08   1.06   1.11   1.10  
Ratio of net expenses                     
to average net assets  1.08   1.08   1.06   1.00   .90  
Ratio of net investment income                     
(loss) to average net assets  (.22 )  (.50 )  (.58 )  (.42 )  .15  
Portfolio Turnover Rate  52.00   79.60   103.90   141.37   118.50  
Net Assets, end of period ($ x 1,000)  160,409   125,006   145,238   107,123   54,523  
 
a Based on average shares outstanding at each month end.                  
See notes to financial statements.                     

 

16



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Investment Portfolios (the “Company”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company, operating as a series company, currently offering four series, including the Technology Growth Portfolio (the “fund”). The fund is only offered to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies.The fund is a diversified series.The fund’s investment objective is to seek capital appreciation. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Initial and Service. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under

The Fund 17



NOTES TO FINANCIAL STATEMENTS (continued)

authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications.The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

18



The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.All of the preceding securities are categorized within Level 1 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Company’s Board of Trustees (the “Board”). Certain factors may be

The Fund 19



NOTES TO FINANCIAL STATEMENTS (continued)

considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers.These securities are either categorized within Level 2 or 3 depending on the relevant inputs used.

For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of December 31, 2012 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic         
Common Stocks  220,918,126      220,918,126 
Equity Securities—         
Foreign         
Common Stocks  16,152,476      16,152,476 
Mutual Funds  18,356,991      18,356,991 
 
† See Statement of Investments for additional detailed categorizations.   

 

At December 31, 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

20



Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended December 31, 2012, The Bank of New York Mellon earned $16,230 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act. Investments in affiliated investment companies for the period ended December 31, 2012 were as follows:

Affiliated           
Investment  Value     Value  Net 
Company  12/31/2011 ($) Purchases ($)  Sales ($)  12/31/2012 ($)  Assets (%) 
Dreyfus           
Institutional           
Preferred           
Plus Money           
Market           
Fund  4,277,772 89,950,892  91,174,173   3,054,491  1.3 
Dreyfus           
Institutional           
Cash           
Advantage           
Fund  66,944 123,159,628   107,924,072  15,302,500  6.4 
Total  4,344,716 213,110,520  199,098,245   18,356,991  7.7 

 

The Fund 21



NOTES TO FINANCIAL STATEMENTS (continued)

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended December 31, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended December 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At December 31, 2012, the components of accumulated earnings on a tax basis were as follows: accumulated capital losses $14,517,369 and unrealized appreciation $33,048,910. In addition, the fund had $242,736 of capital losses realized after October 31, 2012, which were deferred for tax purposes to the first day of the following fiscal year.

Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses

22



incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute.The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”).As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to December 31, 2012. If not applied, the carryover expires in fiscal year 2017.

During the period ended December 31, 2012, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased accumulated undistributed investment income-net by $307,014 and decreased paid-in capital by the same amount. Net assets and net asset value per share were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 10, 2012, the unsecured credit facility with Citibank, N.A., was $225 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended December 31, 2012, the fund did not borrow under the Facilities.

The Fund 23



NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement with the Manager, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares.The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets.The Distributor may make payments to Participating Insurance Companies and to brokers and dealers acting as principal underwriter for their variable insurance products. The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2012, Service shares were charged $379,184 pursuant to the Distribution Plan.

The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates DreyfusTransfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing transfer agency services for the fund and, since May 29, 2012, cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $616 for transfer agency services and $19 for cash management services. Cash management fees were partially offset by earnings credits of $2.These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. During

24



the period ended December 31, 2012, the fund was charged $17,056 pursuant to the custody agreement.

Prior to May 29, 2012, the fund compensated The Bank of NewYork Mellon under a cash management agreement for performing cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $44 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.These fees were partially offset by earnings credits of $2.

During the period ended December 31, 2012, the fund was charged $8,783 for services performed by the Chief Compliance Officer and his staff.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $151,894, Distribution Plan fees $33,899, custodian fees $7,000, Chief Compliance Officer fees $3,981 and transfer agency fees $166.

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended December 31, 2012, amounted to $127,239,868 and $116,799,483, respectively.

At December 31, 2012, the cost of investments for federal income tax purposes was $222,378,683; accordingly, accumulated net unrealized appreciation on investments was $33,048,910, consisting of $39,598,549 gross unrealized appreciation and $6,549,639 gross unrealized depreciation.

The Fund 25



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Dreyfus Investment Portfolios, Technology Growth Portfolio

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Investment Portfolios, Technology Growth Portfolio (one of the series comprising Dreyfus Investment Portfolios) as of December 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and others.We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Investment Portfolios, Technology Growth Portfolio at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
February 13, 2013

26



PROXY RESULTS (Unaudited)

The Company held a special meeting of shareholders on August 3, 2012.The proposal considered at the meeting, and the results, are as follows:

    Shares   
  Votes For    Authority Withheld 
To elect additional Board Members:       
Gordon J. Davis  40,383,221    1,880,340 
Nathan Leventhal  40,484,976    1,778,585 
Benaree Pratt Wiley  40,471,151    1,792,410 

 

Each of the above Board Members were duly elected by shareholders at the fund’s August 3, 2012 shareholder
meeting. Nathan Leventhal and Benaree Pratt Wiley were existing Board Members previously having been elected by
the fund’s Board. In addition, Clifford L.Alexander, Jr., Joseph S. DiMartino,Whitney I. Gerard and George L.
Perry continue as Board Members of the Company.

The Fund 27



INFORMATION ABOUT THE RENEWAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Trustees held on July 18 and 19, 2012, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund.The Board considered information previously provided to them in presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and Dreyfus representatives confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.

The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’

28



extensive administrative, accounting, and compliance infrastructures. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio.The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2012, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was generally at or above the Performance Group and Performance Universe medians for all periods. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.The Board

The Fund 29



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

noted that, with respect to Initial shares, the fund’s contractual management fee was below the Expense Group median and the fund’s actual management fee and total expenses were below the Expense Group and Expense Universe medians. The Board noted that, with respect to Service shares, the fund’s actual total expenses were above the Expense Group median and below the Expense Universe median.

Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Dreyfus-affiliated primary employer of the fund’s primary portfolio manager(s) for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.

Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

30



The Board’s counsel stated that the Board should consider the profitability analysis (1) as part of the evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Dreyfus representatives noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been stable or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted the soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board generally was satisfied with the fund’s performance.

  • The Board concluded that the fee paid to Dreyfus was reasonable in light of the considerations described above.

The Fund 31



INFORMATION ABOUT THE RENEWAL OF THE FUND’S
MANAGEMENT AGREEMENT (Unaudited) (continued)

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years.The Board determined that renewal of the Agreement was in the best interests of the fund and its shareholders.

32



BOARD MEMBERS INFORMATION (Unaudited)


The Fund 33



BOARD MEMBERS INFORMATION (Unaudited) (continued)


34



OFFICERS OF THE FUND (Unaudited)


The Fund 35



OFFICERS OF THE FUND (Unaudited) (continued)


36





For More Information


Telephone 1-800-554-4611 or 1-516-338-3300

Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
Attn: Investments Division

The fund files its complete schedule of portfolio holdings with the Securities and Exchange
Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s
Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and
copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of
the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote
proxies relating to portfolio securities, and information regarding how the fund voted
these proxies for the most recent 12-month period ended June 30 is available at
http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The
description of the policies and procedures is also available without charge,
upon request, by calling 1-800-DREYFUS.


© 2013 MBSC Securities Corporation 

 

 

 

Item 2.                        Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3.                        Audit Committee Financial Expert.

The Registrant's Board has determined that Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Joseph S. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4.                        Principal Accountant Fees and Services.

 

(a)  Audit Fees.  The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $122,048 in 2011 and $123,428 in 2012.

 

(b)  Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $62,774 in 2011 and $36,431 in 2012. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2011 and $0 in 2012.

 

(c)  Tax Fees.  The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $14,033 in 2011 and $13,336 in 2012. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2011 and $0 in 2012. 

 

 


 

 

(d)  All Other Fees.  The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $208 in 2011 and $12 in 2012. [These services consisted of a review of the Registrant's anti-money laundering program].

 

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2011 and $200,000 in 2012. 

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence.  Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note: None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal account's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $21,812,128 in 2011 and $49,204,697 in 2012. 

 

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

 

Item 5.                        Audit Committee of Listed Registrants.

                        Not applicable.  [CLOSED-END FUNDS ONLY]

Item 6.                        Investments.

(a)                    Not applicable.

Item 7.            Disclosure of Proxy Voting Policies and Procedures for Closed-End Management            Investment Companies.

                        Not applicable.  [CLOSED-END FUNDS ONLY]

Item 8.                        Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.  [CLOSED-END FUNDS ONLY, beginning with reports for periods ended on and after December 31, 2005]

Item 9.                        Purchases of Equity Securities by Closed-End Management Investment Companies and                         Affiliated Purchasers.

 


 

 

                        Not applicable.  [CLOSED-END FUNDS ONLY]

Item 10.          Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.          Controls and Procedures.

(a)        The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)        There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. 

Item 12.          Exhibits.

(a)(1)    Code of ethics referred to in Item 2.

(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3)    Not applicable.

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Investment Portfolios

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak,

President

 

Date:

February 12, 2013

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak,

President

 

Date:

February 12, 2013

 

By: /s/ James Windels

James Windels,

Treasurer

 

Date:

February 12, 2013

 

 

EXHIBIT INDEX

(a)(1)    Code of ethics referred to in Item 2.

(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.  (EX-99.CERT)

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.  (EX-99.906CERT)

 


 

 

Exhibit (a)(1)

[INSERT CODE OF ETHICS]